CONTENTS · CONTENTS Financial Highlights ... REGISTERED ADDRESS OF THE MANAGER No. 9, Jalan Indah...

CONTENTSFinancial Highlights................................................................... 002

Glossary................................................................................... 004

Corporate Information............................................................... 005

Profile of Directors of the Manager.............................................. 006

Chairman’s Statement............................................................... 010

Statement of Corporate Governance and Internal Control............. 012

Additional Compliance Information............................................. 022

Financial Statements................................................................. 023

Supplementary Information........................................................ 079

Analysis of Unitholdings............................................................. 080

Thirty (30) Largest Unitholders.................................................... 081

Notice of Annual General Meeting.................................................... 083

Proxy Form.............................................................................. Enclosed

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Year ended Year ended Year ended Year ended Year ended 31 December 31 December 31 December 31 December 31 December 2013 2012 2011 2010 2009 Total gross income (RM) 86,438,339 87,342,854 79,741,546 42,804,737 44,636,148Income before tax (RM) 46,334,594 79,356,179 41,873,244 25,078,220 58,009,137Income after tax (RM) - Realised 46,000,219 47,618,909 41,567,662 25,018,569 28,855,811- Unrealised (1,225,660) 28,502,787 305,582 5,607,651 23,601,523Total 44,774,559 76,121,696 41,873,244 30,626,220 52,457,334Earnings per unit (sen) - Realised 10.88 11.26 10.45 10.17 11.73- Unrealised (0.29) 6.74 0.08 2.28 9.60Total 10.59 18.00 10.53 12.45 21.33Distribution per unit (sen) 10.67 10.48 9.83 9.97 11.50Total asset value (RM) 1,067,030,329 1,065,191,249 1,035,716,373 555,017,004 519,351,271Net asset value (RM) 632,959,717 633,305,577 601,500,843 371,925,609 365,683,596Net asset value per unit (RM) 1.497 1.498 1.422 1.512 1.487Market price per unit (RM) 1.45 1.37 1.40 1.50 1.28Distribution yield 7.36% 7.65% 7.02% 6.65% 8.98%Annual total returns (RM)(1) 46,000,219 47,618,909 41,567,662 25,018,569 28,855,811Average total returns (2) - for one year 9.66% 10.00% 8.73% 10.14% 11.69%- for three years 9.47% 9.62% 10.19% 10.68% 10.17%- for five years 10.05% 10.15% 9.87% 9.72% (1) Annual total returns is defined as realised income after tax.(2) Average total returns are computed based on annual total returns for the respective financial years divided by unitholders’

capital for the respective financial years.

Note: Past performance is not necessarily indicative of future performance. Unit prices and investment returns may fluctuate in line with economic conditions and trust performance.

FINANCIAL HIGHLIGHTS

DISTRIBUTION PER UNIT (SEN) NET ASSET VALUE PER UNIT (RM)20092009

20112011

20102010

20122012

20132013

1.487

1.512

1.422

1.498

1.497

9.97

11.50

9.83

10.48

10.67

INCOME BEFORE TAX (RM) EARNINGS PER UNIT (SEN)2009 2009

2011 2011

2010 2010

2012 2012

2013 2013

58,009,137 21.33

25,078,220 12.45

41,873,244 10.53

79,356,179 18.00

46,334,594 10.59

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31 Dec 10

FINANCIAL HIGHLIGHTS (CONT’D)

Total Asset Value and Net Asset Value (RM’000)

200,000

Net asset value Total asset value

365,

684

555,

017

1,03

5,71

6

1,06

5,19

1

1,06

7,03

0

519,

351

371,

926

601,

501

633,

306

632,

960

0

400,000

600,000

800,000

1,000,000

1,200,000

31 Dec 09 31 Dec 11 31 Dec 12 31 Dec 13

Trading Performance and Market Price Per Unit

0

200,0001.10

1.20

1.30

1.40

1.50

400,000

600,000

800,000

1,000,000

Volu

me

(uni

ts)

Mar

ket p

rice

per u

nit (

RM

)

Market price Volume

Jan2013

Feb2013

Mar2013

Apr2013

May2013

Jun2013

July2013

Aug2013

Sep2013

Oct2013

Nov2013

Dec2013

1.00

1.60

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GLOSSARY

Manager : UOA Asset Management Sdn Bhd (692639-U) Parcel B – Menara UOA Bangsar : Consisting of a tower block, namely Tower B comprising 15 levels of office space,

3 levels of retail podium, 6 levels of elevated car park and 4 levels of basement car park (which forms part of a development known as Menara UOA Bangsar)

Properties : Wisma UOA Pantai, Wisma UOA Damansara II, Parcel B – Menara UOA Bangsar

and the parcels within UOA Centre, UOA II, UOA Damansara Property Manager : Jordan Lee & Jaafar Sdn Bhd (59901-U) Trustee : RHB Trustees Berhad (formerly known as OSK Trustees Berhad) (573019-U) Unitholders : Unitholders of UOA REIT UOAL Group : United Overseas Australia Ltd (ACN009245890) and its subsidiaries UOA Holdings Group : UOA Holdings Sdn Bhd (190246-V) and its subsidiaries UOA REIT / The Trust : UOA Real Estate Investment Trust

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CORPORATE INFORMATION

MANAGERUOA Asset Management Sdn Bhd (692639-U)

PRINCIPAL PLACE OF BUSINESS OF THE MANAGERWisma UOA Bangsar SouthTower 1, Avenue 3, The HorizonBangsar South CityNo. 8, Jalan Kerinchi59200 Kuala Lumpur, MalaysiaTelephone: +603 2245 9188Facsimile: +603 2241 4862

REGISTERED ADDRESS OF THE MANAGERNo. 9, Jalan Indah 16Taman Cheras Indah56100 Kuala Lumpur, MalaysiaTelephone: +603 9287 1000Facsimile: +603 9287 2000

BOARD OF DIRECTORS OF THE MANAGERTan Sri Dato’ Alwi Jantan (Chairman)Kong Sze Choon Kung Beng HongDato’ Gan Boon KhuayAlan Charles WindussDr. Tee Kim Siong

AUDIT AND RISK MANAGEMENT COMMITTEEKung Beng Hong (Chairman)Dato’ Gan Boon KhuayAlan Charles Winduss

COMPANY SECRETARIES OF THE MANAGERYap Kai Weng (MAICSA No: 74580)Wong Yoke Leng (MAICSA No: 7032314)

MANAGEMENT TEAM OF THE MANAGERKong Sze Choon (Chief Executive Officer / Executive Director)Dr. Tee Kim Siong (Executive Director)Glenda Liew (Accountant)Fam Chai Hing (Compliance Officer)

TRUSTEERHB Trustees Berhad (formerly known as OSK Trustees Berhad) (573019-U)6th Floor, Plaza OSKJalan Ampang50450 Kuala Lumpur, MalaysiaTelephone: +603 9207 7777Facsimile: +603 2175 3288

PROPERTY MANAGERJordan Lee & Jaafar Sdn Bhd (59901-U)Level 6, Block G NorthPusat Bandar DamansaraDamansara Heights50490 Kuala Lumpur, MalaysiaTelephone: +603 2095 5811Facsimile: +603 2095 5843

REGISTRAR OF THE TRUST IN CHARGE OF THE REGISTER OF UNITHOLDERSTricor Investor Services Sdn Bhd (118401-V)Level 17, The Gardens North TowerMid Valley CityLingkaran Syed Putra59200 Kuala Lumpur, MalaysiaTelephone: +603 2264 3883Facsimile: +603 2282 1886

AUDITORSMazars (No. AF: 1954)7th Floor, South BlockWisma Selangor Dredging142-A, Jalan Ampang50450 Kuala Lumpur, MalaysiaTelephone: +603 2161 5222Facsimile: +603 2161 3909

BANKERSCIMB Bank BerhadAmBank (M) BerhadAmIslamic Bank BerhadUnited Overseas Bank (Malaysia) Berhad

STOCK EXCHANGE LISTINGBursa Malaysia Securities BerhadStock Code: UOA REIT 5110

WEBSITEwww.uoareit.com.my

INVESTOR RELATIONSEmail: [email protected]: 1 300 88 6668 (Malaysia) +603 2245 9192 (International)

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PROFILE OF DIRECTORS OF THE MANAGER

Name Nationality Position Tan Sri Dato’ Alwi Jantan Malaysian Non-Independent Non-Executive Chairman Kong Sze Choon Singaporean Chief Executive Officer and Non-Independent Executive Director Kung Beng Hong Malaysian Independent Non-Executive Director Dato’ Gan Boon Khuay Malaysian Independent Non-Executive Director Alan Charles Winduss Australian Non-Independent Non-Executive Director Dr. Tee Kim Siong Malaysian Non-Independent Executive Director

Further information on the Directors of the Manager is set out in the ensuing paragraphs.

Tan Sri Dato’ Alwi Jantan(Non-Independent Non-Executive Chairman)

Tan Sri Dato’ Alwi Jantan, Malaysian, aged 78, is our Non-Independent Non-Executive Chairman. He was appointed on 8 June 2005. He has had a distinguished career in public service in Malaysia culminating as Director General of Public Service, a position he held for over 3 years until his retirement in April 1990. His other notable appointments were as Secretary General, Ministry of Agriculture (1984 – 1987), Deputy Secretary General, Prime Minister’s Department (1981 – 1984), Secretary General, Ministry of Health (1977 – 1981), Secretary General, Ministry of Local Government and Federal Territory (1976 – 1977), State Secretary, Selangor (1972 – 1976), Director General of National Archives and Library (1966 – 1971). He concurrently served as Private Secretary to His Royal Highness the Timbalan Yang di Pertuan Agong in 1961, 1962 and in 1965.

Upon his retirement after 32 years in the public service, he joined Genting Malaysia Bhd (formerly known as Resorts World Bhd) as an Executive Vice-President – Public Affairs and Human Resources in 1990. He was re-designated as Executive Director in 2007. He was re-designated as Independent Non-Executive Director on 1 July 2011, a position he currently holds. He is presently the Chairman / Independent Non-Executive Director of UOA Development Bhd.

Tan Sri Dato’ Alwi Jantan graduated from Universiti Malaya with a Bachelor of Arts (Honours in History) Degree in 1958. While in the public service, he also obtained a diploma from the Stage Technique International d’Archives, Paris and an Honorary Degree from the University of Rome in 1966 and 1979 respectively. In 1980, he attended the Advanced Management Programme at the Harvard Graduate School of Business. Tan Sri Dato’ Alwi Jantan was a United Nations Education, Scientific and Cultural Organisation (UNESCO) Fellow as well as a former President of the Harvard Business School Alumni Club of Malaysia.

He does not have any family relationship with any Director and/or major unitholder of UOA REIT, nor any conflict of interest with the Manager, UOA Asset Management Sdn Bhd. He has no convictions for any offences over the past 10 years.

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PROFILE OF DIRECTORS OF THE MANAGER (CONT’D)

Kong Sze Choon(Chief Executive Officer and Non-Independent Executive Director)

Kong Sze Choon, Singaporean, aged 37, is our Chief Executive Officer and Non-Independent Executive Director. He was appointed on 14 January 2011. He is a graduate from Curtin University of Technology, Australia with a degree in Bachelor of Commerce in Finance. He was part of our management team as Assets Management Manager prior to his appointment as our Chief Executive Officer. He joined UOA Holdings Group in year 2002 and his roles in the UOA Holdings Group were predominantly in leasing as well as the sales and marketing of commercial and residential developments of the UOA Holdings Group. Apart from his key role in the Leasing Department, he was also involved in business development of the UOA Holdings Group.

He is also presently a director of UOA (Singapore) Pte Ltd, a fellow subsidiary company of the ultimate holding company of the Manager, United Overseas Australia Ltd.

Prior to this, Mr. Kong worked in financial institutions in Singapore as a personal and private banker. In this role, he was involved in managing and growing the investment portfolio of high net worth individuals.

He is the son of Mr. Kong Chong Soon, an indirect major shareholder of UOA Asset Management Sdn Bhd (“Manager”) and a major unitholder of UOA REIT via his interest in the UOAL Group. He does not have any conflict of interest with the Manager and has no convictions for any offences over the past 10 years.

Kung Beng Hong(Independent Non-Executive Director)

Kung Beng Hong, Malaysian, aged 68, is our Independent Non-Executive Director and the Chairman of the Audit and Risk Management Committee. He was appointed on 28 November 2005. He is a graduate from University Malaya majoring in Economics and is a Fellow of the Institute of Bankers, Malaysia. He had a distinguished career in the banking industry over the last 45 years where he held numerous senior management posts including stints in USA and Singapore. Notable positions held include Senior General Manager of MBF Bhd (1984 - 1986), General Manager / Executive Director of United Asian Bank (1986 – 1992), Chief Executive Officer / Director of Overseas Union Bank (1992 – 2002), Managing Director / Chief Executive Officer of AmBank (M) Berhad (2002 – 2003) and Group Chief Executive Officer / Director of EON Bank Group (2003 – 2004). He is currently an adviser with Fullerton Financial Holdings Pte Ltd and sits on the Board of Alliance Financial Group Bhd, Alliance Bank Malaysia Bhd and Alliance Investment Bank Bhd as a Non-Independent and Non-Executive Director.

Mr. Kung also holds directorships in Asian Institute of Finance Bhd and FIDE Forum (both are non-listed public companies limited by guarantee) as well as Quill Motorcars Sdn Bhd. He is also a council member of the Institute of Bankers, Malaysia and Chairman of Akademi IBBM Sdn Bhd.


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Dato’ Gan Boon Khuay(Independent Non-Executive Director)

Dato’ Gan Boon Khuay, Malaysian, aged 60, is our Independent Non-Executive Director and a member of the Audit and Risk Management Committee. He was appointed on 16 November 2005. He possesses a degree in Bachelor of Science (First Class Honours) in Civil, Structural and Environmental Engineering from University College London, University of London, United Kingdom. He was awarded the Chadwick Medal & Prize in 1977. He has also successfully completed the East Asian Executive Leadership Course from Harvard University, Massachusetts, USA. On 19 March 2012, he was conferred the IEM Honorary Member Award by the Institution of Engineers, Malaysia. He has over 37 years of experience in property and project management and property development and investment. After a 3 year stint in Rahim & Co, Chartered Surveyors as Property and Project Manager, he co-founded the Senawang Land group of companies and served on the Board initially as its Project Director and for the last 25 years as its Managing Director. He also holds directorships in various private limited companies.


Alan Charles Winduss(Non-Independent Non-Executive Director)

Alan Charles Winduss, Australian, aged 73, is our Non-Independent Non-Executive Director and a member of the Audit and Risk Management Committee. He was appointed on 28 November 2005. He is also a Director of Winduss & Associates Pty Ltd. He has been involved in the professional accounting public practice for over 27 years, specialising in matters relating to corporate management, restructuring, corporate finance and company secretarial matters including the Australian Securities Exchange (“ASX”) and the Australian Securities Exchange and Investments Commission compliance. The accounting practice of Winduss & Associates Pty Ltd lists among its field of expertise matters relating to property development, management and ownership. He sits on the board of 2 companies listed on the ASX, and serves on the board of Australian incorporated private limited companies. Mr. Winduss is also a Non-Independent Non-Executive Director of UOA Development Bhd and United Overseas Australia Ltd, the ultimate holding company of the Manager.

Mr. Winduss graduated from the then Perth Technical College (now known as Curtin University) with a Diploma in Accounting in 1963. He is a member of various professional bodies including the Institute of Chartered Accountants in Australia and the Certified Public Accountants Australia. In addition, he is an Associate Fellow of the Australian Institute of Management, a Fellow of the Taxation Institute of Australia, a Fellow of the Australian Institute of Company Directors and is a registered Australian company auditor.


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Dr. Tee Kim Siong(Non-Independent Executive Director)

Dr. Tee Kim Siong, Malaysian, aged 41, is our Non-Independent Executive Director. He was appointed on 28 September 2012. He graduated with a Degree in Bachelor of Engineering (First Class Honours) in Mechanical Engineering from Universiti Teknologi Malaysia. He also holds a Doctorate (Ph.D.) in Materials Science & Metallurgy from the University of Cambridge, United Kingdom. He has won numerous prestigious awards and scholarships, and is a Fellow of the Cambridge Commonwealth Society of the United Kingdom.

Dr. Tee was previously the Chief Executive Officer of GLM REIT Management Sdn Bhd, the Manager of Tower Real Estate Investment Trust (Tower REIT). Prior to that, he was the Group Chief Operating Officer of Kurnia Asia Berhad and was part of the Kurnia Group’s senior management team for 8 years. Before joining the Kurnia Group, he worked as a strategic management consultant with McKinsey & Company, based in the United States and ASEAN region. He is currently the Honorary Secretary of the Malaysian REIT Managers Association (MRMA).



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CHAIRMAN’S STATEMENT

Results & Operations

UOA REIT has recorded a marginal improvement in gross rental in financial year 2013 representing a slight growth of approximately 4.0% compared to the preceding year. As the occupancy rates for the properties remained stable, the marginal growth was mainly attributable to rental rate revisions.

The slight decline in the realised income before tax of approximately 3.4% was due to the gains from disposal of two parcels in UOA Centre and Wisma UOA II in the preceding year.

The Trust’s distribution per unit has increased by 1.8% to 10.67 sen from 10.48 sen in the previous year.

Significant Events

The refurbishment and upgrading of common areas in UOA Centre and Wisma UOA II were completed in the year 2013. The asset enhancement is expected to continue to keep these older buildings in a good tenantable condition to sustain the high occupancy rates at good commercial rental rates. The occupancy and rental rates for both UOA Centre parcels and Wisma UOA II parcels remained stable.

On behalf of the Board of Directors of UOA Asset Management Sdn Bhd (“Asset

Manager”), the Manager of UOA Real Estate Investment Trust (“UOA REIT” or “Trust”), I

am pleased to present the Annual Report and Financial Statements of the Trust for the

financial year ended 31 December 2013.

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The Asset Manager with the consent of the Trustee had, in year 2013, applied to Multimedia Development Corporation (“MDeC”) to obtain MSC Malaysia Cybercentre status for Wisma UOA Damansara I and Wisma UOA Damansara II (collectively, “UOA Damansara”). In January 2014, the Ministry of Communications and Multimedia approved the Stage 2 application for MSC Malaysia Cybercentre status of UOA Damansara subject to execution of the Cybercentre Manager Agreement between the Asset Manager and MDeC. The buildings are expected to appeal to a wider tenant base including MSC Malaysia and ICT-based companies upon receipt of the Stage 2 final approval.

The Future

On the back of healthy domestic economic growth and improving outlook of global economies, we are confident that the existing high occupancy rates of our properties will be sustainable with potential for further improvement. Our experience in managing office space coupled with the strategic locations of our portfolio of properties within prime areas of Kuala Lumpur remain our core strengths in maintaining our position as one of the leading office space providers in Kuala Lumpur. The Trust will continue to actively manage its existing portfolio of properties with prudent capital management while continuing to explore opportunities for potential yield accretive acquisitions.

On behalf of the Board, I would like to express my gratitude to all our staff for their dedication and effort in producing another successful result for the year. I would also like to take this opportunity to thank all our new and existing tenants as well as business partners for their continued support.

Finally, I would like extend my appreciation to our Unitholders for their confidence and continued support in the Trust and we shall continue to strive to deliver a sustainable income growth.

Tan Sri Dato’ Alwi Jantan Chairman

CHAIRMAN’S STATEMENT (CONT’D)

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STATEMENT OF CORPORATE GOVERNANCE AND INTERNAL CONTROL

The Board of Directors of UOA Asset Management Sdn Bhd (“Board”), being the Manager of UOA Real Estate Investment Trust (“UOA REIT”) has an obligation to act honestly, with due care and diligence and in the best interest of UOA REIT’s unitholders.

Accordingly, the Board is fully committed to the practice of good corporate governance as they firmly believe that an effective corporate governance culture is essential to protect the best interest of the unitholders of UOA REIT and is critical to the performance and success of the Manager and UOA REIT.

The Board is pleased to provide a narrative statement on the Manager’s main corporate governance practices and policies. These practices and policies are guided by the Securities Commission’s Guidelines on Real Estate Investment Trusts (“REIT Guidelines”), the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Listing Requirements”) and the Malaysia Code on Corporate Governance 2012, where applicable.

A. THE MANAGER OF UOA REIT

The Manager has general powers of management over the assets of UOA REIT. Its primary role is to set the strategic direction of UOA REIT and manage the assets and liabilities of UOA REIT for the benefit of its unitholders: to ensure that the operations of UOA REIT are conducted in a proper, diligent and efficient manner within an appropriate risk management framework; and to enhance returns to its unitholders.

The Manager’s functions and responsibilities include:

enhancement of assets in accordance with the Manager’s investment strategy;

optimising the capital structure and cost of capital;

REIT’s properties; and

Requirements and the trust deed constituting UOA REIT dated 28 November 2005 (“Deed”).

UOA REIT is externally managed by the Manager and accordingly, UOA REIT has no personnel of its own. The Manager appoints experienced and well-qualified management personnel to handle the day-to-day operations. All Directors and employees of the Manager are remunerated by the Manager and not by UOA REIT. UOA Asset Management Sdn Bhd is the appointed Manager of UOA REIT in accordance with the terms of the Deed which outlines the circumstances under which the Manager can be retired.

The Manager had duly obtained the Capital Markets Services Licence under the Capital Markets and Services Act 2007 to carry on the regulated activity of fund management in relation to asset management restricted to real estate investment trust. The two executive directors of the Manager were also duly approved as Capital Markets Services Representatives.

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STATEMENT OF CORPORATE GOVERNANCE AND INTERNAL CONTROL (CONT’D)

B. BOARD OF DIRECTORS OF THE MANAGER OF UOA REIT

Role of the Board

The Board is responsible for the oversight and corporate governance of the Manager. The Board sets the strategic direction, and oversees the proper conduct of the Manager’s activities, identifies principal risks and ensures the implementation of systems to manage these risks. In addition, the Board reviews key matters such as financial results, investments, divestments and major capital expenditure of UOA REIT. In making decisions, the Board considers the business outlook and other factors affecting real estate investment trusts and property investments.

Appointment to the Board

All new nominations are assessed by the Directors and the final decision lies with the entire Board to ensure a balanced mix of experience and expertise of members of the Board.

Board Composition

The Board presently consists of six (6) members, comprising two (2) Executive Directors and four (4) Non-Executive Directors. Two (2) of the Non-Executive Directors are independent. The Board composition complies with provisions of the Listing Requirements and the REIT Guidelines for at least one third (1/3) of the Board to be independent.

The Board composition reflects a mix of suitably qualified and experienced professionals in the fields of civil service, accountancy, banking and finance, real estate development and property management. This combination of different professions and skills working together enables the Board to effectively lead and govern the Manager and UOA REIT.

Chairman and Chief Executive Officer

The positions of Chairman of the Board and Chief Executive Officer (“CEO”) are held by separate persons.

The Chairman leads the Board to ensure that members of the Board work together with the Manager in a constructive manner to address strategies, business operations, financial performance and risk management issues. The Chairman also takes a lead role in promoting high standards of corporate governance with the full support of the Board and the Manager.

The CEO is responsible for implementing the policies and decisions of the Board. The CEO also has full executive responsibilities over the business directions and operational decisions in managing UOA REIT.

The clear separation of roles of the Chairman and the CEO provides a healthy, independent and professional relationship between the Board and the management.

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Board Meetings

The Board meets to discuss and review the Manager’s operations and the financial performance of UOA REIT. Board meetings are held at least once every quarter (or more often if necessary). The Board is provided in advance with the agenda together with reports and supporting documents for the Board Meetings. The proceedings of the Board Meetings are duly minuted and signed by the Chairman of the meeting. The Board met five (5) times during the financial year ended 31 December 2013. The attendance record of the Board is as follows:

Directors Total Board Meetings attended Percentage of attendance Tan Sri Dato’ Alwi Jantan 4/5 80%

Kong Sze Choon 4/5 80%

Kung Beng Hong 5/5 100%

Dato’ Gan Boon Khuay 5/5 100%

Alan Charles Winduss 5/5 100%

Dr. Tee Kim Siong 5/5 100%

All the Directors have complied with the minimum fifty percent (50%) attendance requirement in respect of Board Meetings as stipulated by the Listing Requirements.

All the Directors have access to the advice of the Audit and Risk Management Committee, the internal auditors, the Company Secretary as well as to independent professional advice.

Directors’ Fees

The remuneration paid by the Manager to its Directors for the year ended 31 December 2013 is as follows:

Fees Salaries Others Total RM RM RM RM

Executive Directors - 265,624 62,966 328,590

Non-Executive Directors 192,000 - - 192,000

Range of Remuneration Per Annum (RM) Executive Non-Executive

50,000 and below - 4

50,001 to 100,000 - -

100,001 to 150,000 - -

150,001 and above 1 -

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Directors’ Training

During the year ended 31 December 2013, the following Directors have attended the training and seminars as follows:

Directors Training and seminars attended

Tan Sri Dato’ Alwi Jantan 1) Nominating Committee Programme by Bursa Securities

Kong Sze Choon 1) Effective Corporate Mergers and Acquisitions – From Complexity to Execution Excellence

2) 3rd Annual Shopping Malls – A rendezvous of retail creation and revenue maximisation

Kung Beng Hong 1) AIF International Symposium 2013 2) FIDE Forum – Dialogue on FSA & IFSA 3) The Future of Banking

Dato’ Gan Boon Khuay 1) Property Market Outlook for 2013 - 6th Malaysian Property Summit 2013 2) The Malaysian Code on Corporate Governance 2012 & Statement on Risk

Management: Guidelines for Directors of Listed Issuers – a “major surgery” of “facelift” for corporate Malaysia?

3) Asean Corporate Governance Scorecard 2013 by MSWG 4) Real Estate Investment Trusts (REIT) Conference – REITs Reality 5) Conventional & Islamic REITs Conference 2013 – “Capitalising on the

Investment Opportunities of a Real Estate as an Asset Class. Why Now?” 6) 16th National Housing & Property Summit 2013 – “Scaling New Heights,

Strengthening Growth.” 7) KPMG Audit Committee Institute Breakfast Roundtable 2013 on Non-

Executive Directors

Alan Charles Winduss 1) Conventional & Islamic REITs Conference 2013 – “Capitalising on the Investment Opportunities of a Real Estate as an Asset Class. Why Now?”

2) Business don’t run on numbers; they run on responses to numbers 3) Buying and selling for SMEs 4) How to deal with the collapse of a key supplier or contractor

Dr. Tee Kim Siong 1) 16th National Housing & Property Summit 2013 – “Scaling New Heights, Strengthening Growth.”

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C. DUE DILIGENCE COMMITTEE (“DDC”)

The DDC was established and operates under the delegated authority by the Board. The DDC comprises of one (1) Independent Director, one (1) Non-Independent Director and two (2) management representatives. The DDC’s role is to perform due diligence work on any proposed investment and make recommendations to the Board for approval or otherwise, where appropriate.

D. AUDIT AND RISK MANAGEMENT COMMITTEE

The Board has voluntarily adopted the best practices in corporate governance by establishing an Audit Committee (“AC”) and implemented an Internal Audit Function. The Board is committed to maintain a sound and effective system of internal control in order to safeguard the interests of the unitholders of UOA REIT and the investments and assets of UOA REIT.

On 15 January 2013, the name of the AC was changed to Audit and Risk Management Committee (“ARMC”), to better reflect the risk management function undertaken by the AC.

Composition

The ARMC is appointed by the Board from among its members. The appointment and composition of the ARMC is determined based on the following principles:

accounting association of accountants specified in Part II of the First Schedule of the Accountants Act, 1967; and

The ARMC consists of two (2) Independent Non-Executive Directors and one (1) Non-Independent Non-Executive Director as follows:

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Key Functions and Responsibilities

The key functions and responsibilities of the ARMC are:

findings of the internal auditors and management’s responses to these findings;

to ensure that it has necessary authority to carry out its work;

impact on UOA REIT’s business and the measures taken to mitigate such risks;

the audit assessment, to present the audit findings and recommendation of the external auditors to the Board;

and/or external auditors may wish to discuss (in the absence of the management where necessary);

auditors’ evaluation of these systems;

REIT Guidelines, Listing Requirements and the Deed;

UOA REIT; and

Frequency and Attendance of Meetings

The ARMC met five (5) times during the financial year ended 31 December 2013. The attendance record of the ARMC is as follows:

Directors Total meetings attended Percentage of attendance Kung Beng Hong 5/5 100%

Dato’ Gan Boon Khuay 5/5 100%

Alan Charles Winduss 5/5 100%

The ARMC also regularly meets the external auditors and internal auditors without the presence of the management.

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Summary of Activities of the ARMC during the Year Functions and responsibilities performed by the ARMC during the financial year under review include:

weaknesses highlighted by the internal auditors are rectified by the Manager;

to the commencement of audit;

statements and on any internal control weaknesses highlighted; and

(“RMWC”) (please refer to Section F : Accountability and Audit; Risk Management for further details on the RMWC.

Access to and Supply of Information

The ARMC is entitled to full access to and co-operation of the management and internal auditors. Other Board members and employees may attend any particular ARMC meeting upon invitation by the ARMC. The ARMC has full access to reasonable resources to enable it to discharge its function properly.

E. INTERNAL CONTROLS

The Board has overall responsibility for the reviewing and ensuring the effectiveness, adequacy and integrity of the system of internal control and policies of UOA REIT and the Manager. The system provides reasonable but not absolute assurance against material misstatement of management and financial information or against financial losses or fraud. The Board ensures the effectiveness of the system through regular reviews.

The Board has appointed the ARMC to review the effectiveness of UOA REIT’s system of internal control. The ARMC assisted by the internal audit function, provides the Board with the assurance it requires on the adequacy and integrity of the system of internal control.

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Internal Audit Function

The internal audit function is undertaken by the Internal Audit Department of the ultimate holding company of the Manager, United Overseas Australia Ltd. The ARMC has an oversight function of all activities carried out by the internal auditors.

The principal role of the internal auditors is to independently review the risk exposures and control processes implemented by the Manager and conducts assignments which encompass auditing and review of critical areas; report on the effectiveness and efficiency of the operations and internal control and highlight the significant findings in respect of non-compliance within UOA REIT to the ARMC.

The internal auditors engage in regular communication with the senior management team and various departments within the organisation in relation to its internal audit activities and efforts for continuous improvement in operations and systems. The internal audit activities are guided by an annual audit plan, which is approved by the ARMC.

Internal audit reports which include details of activities planned, audit findings and recommendations, are tabled at quarterly ARMC meetings.

A summary of internal audit activities that were undertaken during the financial year are as follows:

adequacy of debt collection and recovery efforts, and compliance to policies and procedures;

payable;

turnaround time for replacement of tenants;

forfeitures of security and utility deposits; and

Directors.

Key Elements of Internal Control

The current system of internal control has within it, the following key elements:

management of UOA REIT. This operations manual is a guide to daily activities and operations of UOA REIT and it is subject to periodic review and updates;

risks which are then outlined in the risk profiles and subsequently appraised by the ARMC; and

Non-compliance and internal control weaknesses noted by the internal and external auditors and their recommendations will be reported to the ARMC. To date, there has been no identified non-compliance or internal control weaknesses of a material nature.


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The Board’s Commitment

The Board is committed to maintain a sound system of internal control and is of the view that the current system of internal control is responsive to the business environment of UOA REIT. In addition, the Board is of the view that UOA REIT could attain its business objective and operational efficiency by continuous commitment towards a sound system of internal control. The Board continues to take measures to enhance the system of internal control.

The Board’s Conclusion

The Board is of the view that the current system of internal control is competent and sufficient to safeguard the interest of UOA REIT’s unitholders, UOA REIT’s assets and investments and to meet the objectives of UOA REIT including the practise of good corporate governance. There was no material control failure or weakness that would have any material adverse effects on the results of UOA REIT for the period under review.

F. ACCOUNTABILITY AND AUDIT

Directors’ Responsibility Statement for Preparing the Annual Audited Financial Statements

The Board is responsible for ensuring that the financial statements of UOA REIT are drawn up in accordance with the Malaysian Financial Reporting Standards, International Financial Reporting Standards, REIT Guidelines and the Deed. In preparing the financial statements, the Directors have selected and applied consistently suitable accounting policies and made judgements and estimates that are reasonable and prudent.

Risk Management

The Manager operates within overall guidelines and specific parameters set by the Board. Each transaction is comprehensively analysed to understand the risks involved. Responsibility for managing risk lies initially with the business unit concerned, working within the overall strategy outlined by the Board. Therefore the Manager has formed the RMWC which encompasses key personnel from various departments to identify potential risks, to assess the effectiveness of existing controls and to develop mitigating measures to manage significant risks.

With the assistance rendered by the internal auditors, the RMWC have formulated and developed a Risk Management Policy which was reviewed by the ARMC and approved by the Board on 16 July 2013.

The RMWC has also put in place a Risk Register which contains the risk profiles of the various departments. On half yearly basis, an updated Risk Register is presented to ARMC to review the risk profiles, the control procedures and the progress of management action plans to manage and mitigate the risks.

Relationship with Auditors

The appointment of the external auditors, nominated by the Manager, is approved by the Trustee (“Auditors”). The Auditors are independent of the Manager and the Trustee. The remuneration of the Auditors is approved by the Trustee.


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Related Party Transactions and Conflicts of Interest

The Manager has established procedures that will ensure related party transactions and conflicts of interest are undertaken in full compliance to the REIT Guidelines, the Listing Requirements and the Deed; and on an arm’s length basis and on normal commercial terms which are not more favourable than those extended to third parties/public and are not prejudicial to the interest of UOA REIT and the unitholders.

The Manager’s policies to deal with potential conflicts of interest issues, which the Manager may encounter in managing UOA REIT include:

trust or be involved in any other real property business;

related party transactions, they will abstain from deliberation and voting at any Board meeting and will require Trustee’s approval prior to entering into any transaction or agreement.

Under the Deed, the Manager may not act as principal in the sale and purchase of real estate, securities and any other assets to and from UOA REIT. In addition, the Manager and its related parties (as defined in the Deed) are prohibited from voting on the resolution or forming the quorum at any meeting of unitholders held to approve matter or business in which any of the related parties has an interest. UOA REIT had complied with the provisions of the Deed and the REIT Guidelines in relation to real estate transactions.

Whistle Blowing Policy and Code of Conduct

The Manager has in place procedures to provide its employees with defined and accessible channels to report on suspected fraud, corruption, dishonest practices or other similar matters relating to UOA REIT and/or the Manager, and for the independent investigation of any reports by employees and appropriate follow up action.

The aim of the whistle blowing policy is to encourage the reporting of such matters in good faith, with the confidence that employees making such reports will be treated fairly, and to the extent possible, be protected from reprisal.

United Overseas Australia Limited (“UOAL”), the ultimate holding company of the Manager had established a Code of Conduct which set out the standards which directors, officers, managers, employees and consultants of UOAL and its subsidiaries are expected to comply in relation to the affairs of their businesses.

Communication with Unitholders

The Board acknowledges the importance of regular communication with unitholders and the investing community to ensure that they are well informed of the activities and performance of UOA REIT. The communication channels include UOA REIT’s website, quarterly reports, annual reports, circulars, various disclosures and announcements on Bursa Malaysia’s website, and at general meeting of unitholders.


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Material Contracts

There was no material contract entered into involving directors’ and major unitholders’ interest which were still subsisting as at the end of the financial year under review or which were entered into since the end of the previous financial year except as disclosed in Note 26 of the financial statements.

Non-Audit Fees

During the financial year ended 31 December 2013, there was no non-audit fee paid/payable to UOA REIT’s external auditors, or a firm or company affiliated to the external auditors’ firm.

ADDITIONAL COMPLIANCE INFORMATION

Manager’s Report.................................................................................... 024

Statement by Manager............................................................................ 040

Statutory Declaration.............................................................................. 041

Trustee’s Report to the Unitholders........................................................ 042

Independent Auditor’s Report to the Unitholders................................... 043

Statement of Financial Position.............................................................. 045

Statement of Profit or Loss and Other Comprehensive Income............. 046

Statement of Changes in Net Asset Value.............................................. 048

Statement of Cash Flows........................................................................ 049

Notes to the Financial Statements.......................................................... 051

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MANAGER’S REPORTFOR THE YEAR ENDED 31 DECEMBER 2013

UOA Asset Management Sdn Bhd, the Manager of UOA Real Estate Investment Trust (“UOA REIT”), has pleasure in presenting the Manager’s Report on UOA REIT together with the audited financial statements of UOA REIT for the year ended 31 December 2013 (“financial year”).

PRINCIPAL ACTIVITY OF THE MANAGER

The Manager, a company incorporated in Malaysia, is a subsidiary company of UOA Corporation Bhd (an effectively 60% owned subsidiary company of UOA Holdings Sdn Bhd which in turn, is a wholly owned subsidiary company of United Overseas Australia Ltd, a company incorporated in Australia and listed on the Australian Stock Exchange and Stock Exchange of Singapore). The principal activity of the Manager is the management of real estate investment trusts. There has been no significant change in the nature of this activity during the financial year.

PRINCIPAL ACTIVITIES AND INVESTMENT OBJECTIVE OF THE TRUST

UOA REIT is a Malaysia-domiciled real property trust fund constituted under a Deed dated 28 November 2005 (“Deed”) by UOA Asset Management Sdn Bhd (“Manager”) and RHB Trustees Berhad (formerly known as OSK Trustees Berhad) (“Trustee”).

UOA REIT commenced operations on 1 December 2005 and was listed on the Main Market of Bursa Malaysia Securities Berhad on 30 December 2005. The principal activity of UOA REIT is to invest in diversified portfolio of real estate and real estate-related assets used, or predominantly used, for commercial purposes, whether directly or indirectly through the ownership of single-purpose companies who wholly own real estate with the objective of achieving a stable return from rental income and long term capital growth. There has been no significant change in the nature of this activity during the financial year.

UOA REIT will continue its operations until such time as determined by the Trustee and the Manager as provided under Clause 26 of the Deed.

INVESTMENT STRATEGIES

During the financial year, the Manager continued to adopt the following strategies in achieving UOA REIT’s investment objective:

(I) Operating Strategy

UOA REIT’s operating strategy is to continue to enhance the performance of the Properties by increasing yields and returns from the Properties through a combination of retaining existing tenants, reducing vacancy levels, adding and/or optimising retail/office space at the Properties and minimising interruptions in rental income and operational costs. The Manager expects to apply the following key operating and management principles via the following:

(a) to optimise rental rates via active management of tenancies, renewals and new tenancies;(b) maintaining a close relationship with tenants to optimise tenant retentions;(c) actively working with the Property Manager to pursue new tenancy opportunities;(d) to optimise tenant mix and space configuration;(e) continuous review of tenant mix and if practicable, reconfigure lettable space; and(f) continually maintaining the quality of the Properties.

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MANAGER’S REPORT (CONT’D)

(II) Acquisition Strategy

The Manager seeks to increase cash flow and enhance unit value through selective acquisitions. The acquisition strategy takes into consideration:

(a) location;(b) occupancy and tenant mix;(c) building and facilities specifications;(d) opportunities; and(e) yield thresholds.

The Manager has access to a network of and good relationships with leading participants in the real estate industry which may assist UOA REIT in identifying (a) acquisition opportunities that have favourable returns on invested capital and growth in cash flow; and (b) under-performing assets. The Manager believes that these deal-sourcing capabilities will be an important competitive advantage of UOA REIT.

The Manager intends to capitalise on the relationship with UOA Holdings Group, which is one of Malaysia’s leading property development, property investment, property management services and construction group of companies. This relationship is expected to accord UOA REIT competitive advantages and benefits towards achieving its long term objectives.

The Manager intends to hold the Properties on a long term basis. In the future where the Manager considers that any property has reached a stage that offers only limited scope for growth, they may consider selling the property and using the proceeds for alternative investments in properties that meet their investment criteria.

(III) Capital Management Strategy

The Manager aims to optimise UOA REIT’s capital structure and cost of capital within the borrowing limits prescribed by the Securities Commission’s Guidelines on Real Estate Investment Trusts (“REIT Guidelines”) and intends to use a combination of debt and equity funding for future acquisitions and improvement works at the Properties. Our capital management strategies involve:

(a) adopting and maintaining an optimal gearing level; and(b) adopting an active interest rate management strategy to manage risks associated with changes in interest rates

while maintaining flexibility in UOA REIT’s capital structure to meet future investment and/or capital requirements.

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INVESTMENT POLICIES

(I) Portfolio Composition

UOA REIT’s investments may be allocated in the following manner, as prescribed by the REIT Guidelines:

(a) at least 75% of UOA REIT’s total assets shall be invested in real estate, single-purpose companies, real estate-related assets or liquid assets;

(b) at least 50% of UOA REIT’s total assets must be invested in real estate or single-purpose companies; and(c) the remaining 25% of UOA REIT’s total assets may be invested in other assets (i.e. real estate-related assets,

non-real estate-related assets or asset-backed securities).

(II) Diversification

UOA REIT will seek to diversify its real estate portfolio by property and location type. UOA REIT will focus on investing in real estates that are primarily used for office, retail and/or residential purposes and will continue to look for opportunities in these types of properties. In addition, it may also look into other properties that will provide attractive risk-adjusted returns.

(III) Leverage

UOA REIT will be able to leverage on its borrowings to make the permitted investments. Leveraging on its borrowings will increase the returns to unitholders. UOA REIT is permitted to procure borrowings of up to 50% of its total asset value.

DISTRIBUTION POLICY

At least 90% of the distributable income of UOA REIT will be distributed semi-annually or at such other intervals as determined by the Manager, in arrears.

PERFORMANCE OF THE TRUST

As at 31 As at 31 As at 31 As at 31 As at 31 December December December December December 2013 2012 2011 2010 2009

Total net asset value (RM’000) 632,960 633,306 601,501 371,926 365,684

Units in circulation (’000) 422,872 422,872 422,872 245,949 245,949

Net asset value per unit (RM) 1.497 1.498 1.422 1.512 1.487

Highest net asset value per unit (RM) 1.504 1.498 1.513 1.512 1.487

Lowest net asset value per unit (RM) 1.497 1.423 1.422 1.487 1.389

Market price per unit (RM) 1.45 1.37 1.40 1.50 1.28

Highest traded price for the financial year (RM) 1.57 1.45 1.53 1.53 1.33

Lowest traded price for the financial year (RM) 1.35 1.33 1.29 1.26 0.95

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OPERATING RESULTS

Year ended Year ended Year ended Year ended Year ended 31 December 31 December 31 December 31 December 31 December 2013 2012 2011 2010 2009 RM’000 RM’000 RM’000 RM’000 RM’000

Total gross income 86,438 87,343 79,742 42,805 44,636Property operating expenses 20,124 19,331 18,419 9,629 9,486Non-property expenses 4,899 4,719 4,308 2,848 2,727Finance costs 15,415 15,674 15,447 5,309 3,563Income before taxation, net appreciation

on fair value of investment properties and net changes on financial liabilities measured at amortised cost 46,000 47,619 41,568 25,019 28,860

Net appreciation on fair value of investment properties - 32,113 - - 29,149

Net changes on financial liabilities measured at amortised cost 334 (376) 305 59 -

Income before tax 46,334 79,356 41,873 25,078 58,009Tax (expense)/income (1,560) (3,234) - 5,548 (5,552)Income after tax 44,774 76,122 41,873 30,626 52,457

The Manager is pleased to report that total gross income for the financial year was RM86,438,339 (2012 : RM87,342,854) comprising rental income of RM86,165,952 (2012 : RM82,855,061), interest income of RM28,788 (2012 : RM32,976) and other income of RM243,599 (2012 : RM237,031). The total gross income for the previous financial year includes the gain on disposal of two parcels in UOA Centre and UOA II of RM4,217,786 (“Gain on Disposal”).

As compared to the previous financial year, although rental income had improved by 4.0%, realised income before tax of RM46,000,219 (2012 : RM47,618,909) had decreased by 3.4%, attributed mainly to the inclusion of the Gain on Disposal in previous financial year.

INCOME DISTRIBUTION

The Trust had on 30 August 2013 paid an interim distribution of 5.28 sen per unit for the six months ended 30 June 2013.

The Manager had on 13 January 2014, recommended to the Trustee, and the Trustee had on 15 January 2014, approved the final income distribution of 5.39 sen per unit totaling RM22,792,789 for the financial year to be paid by 28 February 2014 (“Distribution”). The Distribution comprises a taxable income of approximately 4.36 sen per unit and a tax-exempt income of approximately 1.03 sen per unit.

The total distribution for the financial year ended 31 December is 10.67 sen per unit, an increase of approximately 1.8% or 0.19 sen per unit as compared to the previous financial year.

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Pursuant to the amendment to Section 6(1)(i) of the Income Tax Act, 1967 under the Finance Act, 2012 which was gazetted on 9 February 2012, the following withholding tax rates as stipulated in Part X, Schedule 1 of the Income Tax Act, 1967 would be applicable in respect of distribution of income by the Trust to its unitholders:

(a) Non-corporate investors and local institutional investors are subject to a final withholding tax at the rate of 10%.(b) Foreign institutional investors are subject to a final withholding tax at the rate of 10%.(c) Foreign corporate investors are subject to a final withholding tax at the rate of 25%.(d) Local corporate investors are subject to the existing tax treatment and tax rates (corporate tax rate is 25% for years

2013 and 2014).

BENCHMARK RELEVANT TO THE REIT

Year ended Year ended Year ended Year ended Year ended 31 December 31 December 31 December 31 December 31 December 2013 2012 2011 2010 2009

Distribution per unit (sen) - interim 5.28 5.53 4.89 5.15 5.82- final 5.39 4.95 4.94 4.82 5.68- total 10.67 10.48 9.83 9.97 11.50Distribution payment date - interim 30/08/2013 30/08/2012 29/08/2011 30/08/2010 28/08/2009- final 28/02/2014 28/02/2013 29/02/2012 28/02/2011 25/02/2010Distribution yield based on issued

price of RM1.15 per unit (%) 9.28 9.11 8.55 8.67 10.00Distribution yield based on market

price at 31 December (%) 7.36 7.65 7.02 6.65 8.98Market price as at 31 December (RM) 1.45 1.37 1.40 1.50 1.28Management Expense Ratio (“MER”) (%)* 0.77 0.78 0.75 0.78 0.79Portfolio Turnover Ratio (“PTR”) (times)** - 0.0028 0.4377 0.0199 -

* MER is calculated based on the total administrative expenses incurred by the Trust divided by the average value of the Trust fund for the financial year calculated on a weekly basis.

** PTR is the ratio of the average sum of acquisition and disposal of the Trust for the financial year to the average value of the Trust fund for the financial year calculated on weekly basis.

Note : As the basis of calculation may vary among real estate investment trusts, no accurate comparison can be made between UOA REIT’s MER and PTR, and other real estate investment trusts.

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COMPOSITION OF INVESTMENT PORTFOLIO

As at 31 December 2013, UOA REIT’s composition of investment portfolio is as follows:

RM’000 %

REAL ESTATE PROPERTIES Commercial

LIQUID ASSETS

1,062,604 100.00

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Address/Location

Within UOA Centre at No. 19, Jalan Pinang, 50450 Kuala Lumpur.

Title details

Master title: Geran 46212, Lot No. 1312, Section 57, Town and District of Kuala Lumpur, State of Wilayah Persekutuan KL.Strata title: Pending transfer to the Trustee.

Property type

Office parcels

Description

Parcels within the 33 storey office building known as UOA Centreinclusive of 6 levels of car park space.

Net lettable area

123,950 sq ft

Age

Approximately 19 years


The details of the real estate properties as at 31 December 2013 are as follows:

1. UOA Centre Parcels

Existing use Commercial

Status of holding Freehold

Major tenants a) Bank Kerjasama Rakyat Malaysia Bhd (based on monthly rental receivable) b) Dats Management Sdn Bhd

c) Saipem Asia Sdn Bhd

Occupancy rate 92.7%(based on secured tenancies)

Rental received RM6,643,296

Maintenance costs and capital Maintenance costs amount to RM3,354,203. Capital expenditureexpenditure of RM6,396 was incurred during the financial year to enhance the

property.

Encumbrances Pledged to a financial institution as security for revolving credit facilities.

Date of acquisition 29 November 2005

Cost of acquisition RM55,981,272

Last valuation RM79,000,000

Date of last valuation 31 December 2012

Basis of valuation Investment and Comparison Method

Independent valuer PPC International Sdn Bhd

Net book value RM79,006,396

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Address/Location

Within UOA II at No. 21, Jalan Pinang, 50450 Kuala Lumpur.

Title details

Master title: Geran 46212, Lot No. 1312, Section 57, Town and District of Kuala Lumpur, State of Wilayah Persekutuan KL.Strata title: Pending transfer to the Trustee.

Property type

Office parcels

Description Parcels within the 39 storey office building known as UOA II inclusive of 5 levels of car park space.

Net lettable area

428,194 sq ft

Age



2. UOA II Parcels



Major tenants a) Dats Management Sdn Bhd(based on monthly rental receivable) b) Infinity Supercorridor Sdn Bhd

c) Aimia Proprietary Loyalty Sdn Bhd



Maintenance costs and capital Maintenance costs amount to RM4,503,866. Capital expenditure ofexpenditure RM380,425 was incurred during the financial year to enhance the property.

Encumbrances Pledged to a financial institution as security for revolving credit facilities (There are no encumbrances on Level 17, UOA II).

Date of acquisition 29 November 2005 (Excluding Level 17, UOA II) 22 March 2010 (Level 17, UOA II)







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Address/Location

Within UOA Damansara at No. 50, Jalan Dungun, Damansara Heights, 50490 Kuala Lumpur.

Title details

Master title: Geran 67371, Lot 55917, Mukim and District of Kuala Lumpur, State of Wilayah Persekutuan KL.Strata title: Pending transfer to the Trustee.

Property type

Office parcels

Description

Parcels within the 13 storey office building known as UOA Damansara inclusive of 4 levels of basement car park space.

Net lettable area

186,882 sq ft

Age


3. UOA Damansara Parcels



Major tenants a) Skrine(based on monthly rental receivable) b) Dats Management Sdn Bhd

c) Kerajaan Malaysia (Kementerian Perumahan dan Kerajaan Tempatan)



Maintenance costs and capital Maintenance costs amount to RM2,508,186. Capital expenditure ofexpenditure RM26,766 was incurred during the financial year to enhance the property.


Date of acquisition 29 November 2005







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Address/Location

No.11, Jalan Pantai Jaya, 59200 Kuala Lumpur.

Title details

Lot No. 57687, Geran 68832 (formerly PT 7525 H.S.(D) 112996), Bandar Kuala Lumpur, Daerah Kuala Lumpur, State of Wilayah Persekutuan KL.

Property type

Commercial building

Description

A 5 storey office building with 2 mezzanine floors and 3 levels of basement car park space.

Net lettable area

157,083 sq ft

Age



4. Wisma UOA Pantai



Major tenants a) Kerajaan Malaysia (Kementerian Perumahan dan Kerajaan Tempatan)(based on monthly rental receivable) b) Tenaga Nasional Berhad

c) Dats Management Sdn Bhd



Maintenance costs and capital Maintenance costs amount to RM1,664,917. No major capitalexpenditure expenditure incurred during the financial year.

Encumbrances Nil.

Date of acquisition 2 April 2008







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Address/Location

No.6, Changkat Semantan, Damansara Heights, 50490 Kuala Lumpur.

Title details

Lot No. 38415, Geran 6837, Mukim Kuala Lumpur, Daerah Kuala Lumpur, State of Wilayah Persekutuan KL.

Property type

Commercial building

Description

A 16 storey office building with 3 levels of elevated car park space and 5 levels of basement car park space.

Net lettable area

297,315.97 sq ft

Age


5. Wisma UOA Damansara II



Major tenants a) NSA Solutions Sdn Bhd(based on monthly rental receivable) b) Realmild (M) Sdn Bhd

c) Securities Commission Malaysia



Maintenance costs and capital Maintenance costs amount to RM3,027,041. Capital expenditure ofexpenditure RM2,115,753 was incurred during the financial year to enhance the property.

Encumbrances Charged to a financial institution as security for revolving credit facilities.

Date of acquisition 17 January 2011







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Address/Location

Within Menara UOA Bangsar at No.5, Jalan Bangsar Utama 1, 59000 Kuala Lumpur.

Title details

Master Title: Pajakan Negeri (WP) 43411, Lot No. 421, Seksyen 96, Bandar Kuala Lumpur, Daerah Kuala Lumpur, State of Wilayah Persekutuan KL.Strata Title: Pending transfer to the Trustee.

Property type

Commercial building

Description

A tower block, namely Tower B comprising 15 levels of office space,3 levels of retail podium, 6 levels of elevated car park and 4 levels of basement car park (which forms part of a development known as Menara UOA Bangsar).

Net lettable area

310,367 sq ft

Age


6. Parcel B – Menara UOA Bangsar


Status of holding 99 years leasehold expiring in 2106 (unexpired term of approximately 93 years)

Major tenants a) Perbadanan Harta Intelek Malaysia(based on monthly rental receivable) b) Syarikat Prasarana Negara Bhd

c) Dats Management Sdn Bhd



Maintenance costs and capital Maintenance costs amount to RM5,065,582. No major capitalexpenditure expenditure incurred during the financial year.


Date of acquisition 17 January 2011







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GEARING

Pursuant to the REIT Guidelines, the permitted limit on gearing ratio of real estate investment trusts is 50%.

As at 31 December 2013, the Trust has total borrowings of RM377,700,000 representing a gearing ratio of 35.4% (35.7% as at 31 December 2012). The debt is in the form of a revolving credit and is short term in nature renewable on a one (1) to six (6) months term at an interest rate as disclosed in Note 9 of the financial statements. Total credit facilities available to the Trust amount to RM408,400,000 and there are unutilised facilities of RM30,700,000 as at the end of the financial year.

As at 31 December 2013, the Trust has the capacity to raise its borrowings by an additional RM125,115,164 before reaching the 50% limit permitted under the REIT Guidelines.

UNITS IN ISSUE


No. of units in issue 422,871,776 422,871,776 422,871,776 245,948,700 245,948,700

NET ASSET VALUE (“NAV”)


NAV (RM’000) 632,960 633,306 601,501 371,926 365,684NAV per unit - before distribution (RM) 1.551 1.547 1.472 1.560 1.544- after distribution* (RM) 1.497 1.498 1.422 1.512 1.487 * NAV per unit is posted on Bursa Malaysia’s website on a quarterly basis.

PROSPECTS

All the original properties of UOA REIT are expected to continue to enjoy high occupancy rates and improving average rental rates due to their strategic locations and excellent facilities.

The Manager will continue to adopt an active operating and capital management strategy to enhance the yields and returns of the existing properties while continuing to seek opportunities to further acquire real estate that meets the objectives of the Trust.

SOFT COMMISSION

During the financial year, the Manager did not receive any soft commission from its broker, by virtue of transactions conducted by the Trust.

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BOARD OF DIRECTORS OF THE MANAGER

Directors Date of Appointment

Tan Sri Dato’ Alwi Jantan 8 June 2005

Dato’ Gan Boon Khuay 16 November 2005

Alan Charles Winduss 28 November 2005

Kung Beng Hong 28 November 2005

Kong Sze Choon 14 January 2011

Dr. Tee Kim Siong 28 September 2012

DIRECTORS’ BENEFITS

Neither at the end of the financial year, nor at any time during that financial year, did there exist any arrangement to which UOA Asset Management Sdn Bhd was a party, whereby directors might acquire benefits by means of the acquisition of units in or debentures of UOA REIT or any other body corporate.

During the financial year under review, no director has received or become entitled to receive any benefit by reason of a contract made by UOA Asset Management Sdn Bhd or a related corporation with any director or with a firm of which he is a member, or with a company in which he has a substantial financial interest, except as disclosed in Note 26 of the financial statements.

DIRECTORS’ INTEREST

------------------------- No. of Units -------------------------- As at As at 1 January Acquired Disposed 31 December 2013 2013

Direct Interest

Alan Charles Winduss 100,000 - - 100,000

Dato’ Gan Boon Khuay 100,000 - - 100,000

Kung Beng Hong 100,000 - - 100,000

Kong Sze Choon 29,000 - - 29,000

Indirect InterestKong Sze Choon * 24,000 - - 24,000

* By virtue of his interest in the shares of Global Transact Sdn Bhd.

During and at the end of financial year, there was no material contract entered into involving any directors and major unitholders, except for any contracts arising from transactions disclosed in Note 26 of the financial statements.

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OTHER STATUTORY INFORMATION

(a) Before the statement of profit or loss and other comprehensive income and statement of financial position of UOA REIT were made out, the directors of UOA Asset Management Sdn Bhd took reasonable steps:

(i) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of allowance for doubtful debts and satisfied themselves that all known bad debts have been written off and that adequate allowance had been made for doubtful debts; and

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

(b) At the date of this report, the directors of UOA Asset Management Sdn Bhd are not aware of any circumstances:

(i) which would render the amount written off for bad debts or the amount of the allowance for doubtful debts in the financial statements of UOA REIT inadequate to any substantial extent; or

(ii) which would render the values attributed to the current assets in the financial statements of UOA REIT misleading; or

(iii) which have arisen which render adherence to the existing method of valuation of assets or liabilities of UOA REIT misleading or inappropriate.

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

(i) any charge on the assets of UOA REIT which has arisen since the end of the financial year which secures the liabilities of any other person; or

(ii) any contingent liability of UOA REIT which has arisen since the end of the financial year.

(d) No contingent or other liability of UOA REIT has become enforceable or is likely to become enforceable within the period of twelve months after the end of the financial year which, in the opinion of the directors of UOA Asset Management Sdn Bhd, will or may affect the ability of UOA REIT to meet its obligations as and when they fall due.

(e) At the date of this report, the directors of UOA Asset Management Sdn Bhd are not aware of any circumstances, not otherwise dealt with in this report or the financial statements of UOA REIT which would render any amount stated in the financial statements misleading.

(f) In the opinion of the directors of UOA Asset Management Sdn Bhd:

(i) the results of the operations of UOA REIT for the financial year were not substantially affected by any item, transaction or event of a material and unusual nature; and

(ii) there has not arisen in the interval between the end of the financial year and the date of this report any item, transaction or event of a material and unusual nature likely to affect substantially the results of the operations of UOA REIT for the financial year in which this report is made.

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AUDITORS

The auditors, Mazars, Chartered Accountants, have expressed their willingness to continue in office.

Signed by the Board of Directors of UOA Asset Management Sdn Bhd in accordance with a directors’ resolution dated 14 February 2014.

For and on behalf of the Manager,UOA Asset Management Sdn Bhd

KONG SZE CHOON DR. TEE KIM SIONGDirector Director

Kuala Lumpur, Malaysia

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STATEMENT BY MANAGER

In the opinion of the Directors of UOA Asset Management Sdn Bhd, the financial statements set out on pages 45 to 78 have been drawn up:

(a) so as to give a true and fair view of the state of affairs of UOA Real Estate Investment Trust as at 31 December 2013 and of its results and cash flows for the year ended on that date; and

(b) in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards, Securities Commission’s Guidelines on Real Estate Investment Trusts and the provisions of the Deed dated 28 November 2005; and

The supplementary information on the breakdown of realised and urealised profits on Page 79 have been compiled in accordance with the Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosures Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, issued by the MalaysianInstitute of Accountants.

Signed by theBoard of Directors of UOA Asset Management Sdn Bhd

in accordance with a directors’ resolution dated14 February 2014

For and on behalf of the Manager,UOA Asset Management Sdn Bhd

KONG SZE CHOON DR. TEE KIM SIONG Director Director

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STATUTORY DECLARATION

I, Kong Sze Choon, being the Director of UOA Asset Management Sdn Bhd primarily responsible for the financial management of UOA Real Estate Investment Trust, do solemnly and sincerely declare that to the best of my knowledge and belief, the financial statements set out on pages 45 to 78 are 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 at ) Kuala Lumpur in the Federal Territory ) ) this 14 February 2014 ) ) ) KONG SZE CHOON

Before me:

Commissioner for Oaths

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TRUSTEE’S REPORTTO THE UNITHOLDERS OF UOA REAL ESTATE INVESTMENT TRUST

We have acted as Trustee of UOA Real Estate Investment Trust for the financial year ended 31 December 2013. In our opinion and to the best of our knowledge, UOA Asset Management Sdn Bhd, the Manager, has managed UOA Real Estate Investment Trust (“Fund”) in accordance with the limitations imposed on the investment powers of the Manager and the Trustee under the Deed dated 28 November 2005, other provisions of the Deed, the Capital Markets and Services Act, 2007, the applicable Guidelines on Real Estate Investment Trusts and other applicable laws during the financial year then ended.

We have ensured that the procedures and processes employed by UOA Asset Management Sdn Bhd to value and price the units of the Fund are adequate and that such valuation/pricing is carried out in accordance with the Deed and other regulatory requirements.

We also confirm that the income distributions declared and paid during the financial year ended 31 December 2013 are in line with and are reflective of the objectives of the Fund. Two distributions have been declared for the financial year ended 31 December 2013 as follows:

1) Interim income distribution of 5.28 sen per unit paid on 30 August 2013; and

2) Final income distribution of 5.39 sen per unit to be paid on 28 February 2014.

For and on behalf of the Trustee,RHB Trustees Berhad (formerly known as OSK Trustees Berhad) (Company No. : 573019-U)

DATO’ NIK MOHAMED DIN BIN DATUK NIK YUSOFFDirector

Kuala Lumpur

Date: 14 February 2014

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INDEPENDENT AUDITORS’ REPORTTO THE UNITHOLDERS OF UOA REAL ESTATE INVESTMENT TRUST

Report on the Financial Statements

We have audited the financial statements of UOA Real Estate Investment Trust (“UOA REIT”), which comprise the statement of financial position as at 31 December 2013, and the statement of profit or loss and other comprehensive income, statement of changes in net asset value and statement of cash flows for the financial year then ended, and a summary of significant accounting policies and other explanatory information, as set out on pages 45 to 78.

Manager’s Responsibility for the Financial Statements

The Directors of UOA Asset Management Sdn Bhd (“Manager”) of UOA REIT are responsible for the preparation of financial statements so as to give a true and fair view in accordance with the provisions of the Deed dated 28 November 2005, the Securities Commission’s Guidelines on Real Estate Investment Trusts, the Malaysian Financial Reporting Standards and the International Financial Reporting Standards. The Manager is also responsible for such internal control as the Manager determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with approved standards on auditing in Malaysia. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgment, including the assessment of risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal controls relevant to the Manager’s preparation of financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Manager’s internal controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Directors of the Manager, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

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013 Opinion

In our opinion, the financial statements give a true and fair view of the financial position of UOA REIT as at 31 December 2013 and of its financial performance, changes in net asset value and cash flows for the year then ended 31 December 2013 in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards, Securities Commission’s Guidelines on Real Estate Investment Trusts and the provisions of the Deed dated 28 November 2005.

Other Reporting Responsibilities

The supplementary information set out on Page 79 is disclosed to meet the requirement of Bursa Malaysia Securities Berhad and is not part of the financial statements. The Directors of the Manager are responsible for the preparation of the supplementary information in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosures Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants (“MIA Guidance”) and the directive of Bursa Malaysia Securities Berhad. In our opinion, the supplementary information is prepared, in all material respects, in accordance with the MIA Guidance and the directive of Bursa Malaysia Securities Berhad.

Other matters

This report is made solely to the Unitholders of UOA REIT, as a body, in accordance with the Securities Commission’s Guidelines on Real Estate Investment Trusts in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report.

MAZARS FRANCIS XAVIER JOSEPH No. AF: 1954 No. 2997/06/14 (J) Chartered Accountants Chartered Accountant

Kuala Lumpur

Date: 14 February 2014

INDEPENDENT AUDITORS’ REPORT TO THE UNITHOLDERS (CONT’D)

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STATEMENT OF FINANCIAL POSITIONAS AT 31 DECEMBER 2013

Note 2013 2012 RM RM

ASSETS

Plant and equipment 4 57,324 59,638 Investment properties 5 1,061,429,340 1,058,900,000 Trade and other receivables 6 4,368,449 4,566,727 Deposits with licensed financial institutions 7 - 1,100,000 Cash and bank balances 1,175,216 564,884

TOTAL ASSETS 1,067,030,329 1,065,191,249

Less: LIABILITIES

Payables 8 28,783,305 27,219,036 Borrowings 9 377,700,000 380,500,000 Provision for income distribution 10 22,792,789 20,932,153 Deferred tax liability 11 4,794,518 3,234,483

TOTAL LIABILITIES 434,070,612 431,885,672 NET ASSET VALUE 632,959,717 633,305,577 Represented by: UNITHOLDERS’ FUND

Unitholders’ capital 12 476,062,161 476,062,161 Undistributed income 156,897,556 157,243,416

TOTAL UNITHOLDERS’ FUND 632,959,717 633,305,577 NUMBER OF UNITS IN CIRCULATION 422,871,776 422,871,776 NET ASSET VALUE PER UNIT - before income distribution 1.551 1.547 - after income distribution 1.497 1.498

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

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INCOME Gross rental 13 86,165,952 82,855,061 Property operating expenses 14 (20,123,795) (19,331,490)

Net rental income 66,042,157 63,523,571 Interest income 28,788 32,976 Other income 243,599 237,031 Gain on disposal of investment properties - 4,217,786

TOTAL INCOME 66,314,544 68,011,364

EXPENSES Manager’s fees 15 4,281,513 3,697,700 Trustee’s fees 16 191,710 228,489 Auditors’ remuneration 43,000 47,000 Tax agent’s fees 15,000 16,000 Valuation fees (20,000) 286,392 Administrative expenses 388,137 443,044 Finance costs 17 15,414,965 15,673,830 TOTAL EXPENSES 20,314,325 20,392,455 Net appreciation on fair value of investment properties - 32,113,160 Net changes on financial liabilities measured at amortised cost 334,375 (375,890) INCOME BEFORE TAX 46,334,594 79,356,179 TAX EXPENSE 18 (1,560,035) (3,234,483) PROFIT FOR THE YEAR 44,774,559 76,121,696 Other comprehensive income - - TOTAL COMPREHENSIVE INCOME 44,774,559 76,121,696 TOTAL COMPREHENSIVE INCOME IS MADE UP AS FOLLOWS: Realised 46,000,219 47,618,909 Unrealised (1,225,660) 28,502,787 44,774,559 76,121,696

STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOMEFOR THE YEAR ENDED 31 DECEMBER 2013

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EARNINGS PER UNIT 19 - After Manager’s fees (sen) 10.59 18.00 - Before Manager’s fees (sen) 11.60 18.88 NET INCOME DISTRIBUTION - Interim distribution of 5.28 sen (2012 : 5.53 sen) paid on 30 August 2013 (2012 : 30 August 2012) 22,327,630 23,384,809 - Proposed final distribution of 5.39 sen (2012 : 4.95 sen) payable on 28 February 2014 (2012 : 28 February 2013) 22,792,789 20,932,153

45,120,419 44,316,962 Interim income distribution per unit* - Gross (sen) 5.28 5.53 - Net (sen) 5.28 *** 5.53 Final income distribution per unit* - Gross (sen) 5.39 4.95 - Net (sen) ** 5.39 *** 4.95 * Based on 422,871,776 (2012 : 422,871,776) units entitled to distribution. ** Approximately 1.03 sen (2012 : 1.03 sen) out of the 5.39 sen (2012 : 4.95 sen) final income distribution per unit is exempted from income tax due to the utilisation of capital allowances from the investment properties of the Trust and the interest income received from financial institutions pursuant to paragraph 35A, Schedule 6 of the Income Tax Act, 1967. *** Pursuant to the amendment to Section 6(1)(i) of the Income Tax Act, 1967 under the Finance Act, 2012 which was gazetted on 9 February 2012, the following withholding tax rates as stipulated in Part X, Schedule 1 of the Income Tax Act, 1967 would be applicable in respect of distribution of income by the Trust to its unitholders: (a) Non-corporate investors and local institutional investors are subject to a final withholding tax at the rate of 10%.

(b) Foreign institutional investors are subject to a final withholding tax at the rate of 10%. (c) Foreign corporate investors are subject to a final withholding tax at the rate of 25%. (d) Local corporate investors are subject to the existing tax treatment and tax rates (corporate tax rate is 25% for years 2013 and 2014).

STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME (CONT’D)


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STATEMENT OF CHANGES IN NET ASSET VALUEFOR THE YEAR ENDED 31 DECEMBER 2013

Unitholders’ <---------- Undistributed income ----------> capital Realised Unrealised Sub-total Total RM RM RM RM RM Balance as at 1 January 2012 476,062,161 14,082,664 111,356,018 125,438,682 601,500,843 Total comprehensive income for

the year - 47,618,909 28,502,787 76,121,696 76,121,696 Realisation upon disposal of

investment property - 1,133,791 (1,133,791) - - Distribution to unitholders - (44,316,962) - (44,316,962) (44,316,962) Balance as at 31 December 2012/

1 January 2013 476,062,161 18,518,402 138,725,014 157,243,416 633,305,577 Total comprehensive income for

the year - 46,000,219 (1,225,660) 44,774,559 44,774,559 Distribution to unitholders - (45,120,419) - (45,120,419) (45,120,419) Balance as at 31 December 2013 476,062,161 19,398,202 137,499,354 156,897,556 632,959,717


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STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2013

2013 2012 RM RM

CASH FLOWS FROM OPERATING ACTIVITIES Income before tax 46,334,594 79,356,179

Adjustments for: Allowance for doubtful debts 286,211 209,725 Allowance for doubtful debts no longer required (65,288) (94,399) Bad debts written off 45,785 39,321 Depreciation 9,998 8,848 Plant and equipment written off 657 - Net appreciation on fair value of investment properties - (32,113,160) Net changes on financial liabilities measured at amortised cost (334,375) 375,890 Gain on disposal of investment properties - (4,217,786) Interest income (28,788) (32,976) Interest expense 15,414,965 15,673,830 Operating profit before working capital changes 61,663,759 59,205,472 Changes in receivables (68,430) 355,581 Changes in payables 1,860,039 390,680 Net cash generated from operating activities 63,455,368 59,951,733 CASH FLOWS FROM INVESTING ACTIVITIES Purchase of plant and equipment (8,341) (17,380) Enhancements to investment properties (2,529,340) (358,938) Proceeds from disposal of investment properties (see note 20) - 6,935,579 Interest income 28,788 32,976 Net cash (used in)/generated from investing activities (2,508,893) 6,592,237

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2013 2012 RM RM

CASH FLOWS FROM FINANCING ACTIVITIES Net repayment of borrowings (2,800,000) (5,850,000) Interest paid (15,376,360) (15,582,568) Distribution to unitholders (43,259,783) (44,274,675) Net cash used in financing activities (61,436,143) (65,707,243) NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS (489,668) 836,727 CASH AND CASH EQUIVALENTS BROUGHT FORWARD 1,664,884 828,157 CASH AND CASH EQUIVALENTS CARRIED FORWARD 1,175,216 1,664,884

Represented by: Deposits with licensed financial institutions - 1,100,000 Cash and bank balances 1,175,216 564,884 1,175,216 1,664,884

STATEMENT OF CASH FLOWS (CONT’D)


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NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2013

1. THE TRUST, THE MANAGER AND THEIR PRINCIPAL ACTIVITIES

UOA Real Estate Investment Trust (“UOA REIT” or “Trust”) was constituted under a Deed dated 28 November 2005 (“Deed”), by the Manager, UOA Asset Management Sdn Bhd (“Manager”) and RHB Trustees Berhad (formerly known as OSK Trustees Berhad) (“Trustee”). UOA REIT commenced operations on 1 December 2005.

UOA REIT was listed on the Main Market of Bursa Malaysia Securities Berhad on 30 December 2005. The principal activity of UOA REIT is investment in real estate and real estate-related assets used, or predominantly used, for commercial purposes, whether directly or indirectly through the ownership of single-purpose companies which wholly own real estate. There has been no significant change in the nature of this activity during the financial year.

The Manager, a company incorporated in Malaysia, is a subsidiary company of UOA Corporation Bhd (an effectively 60% owned subsidiary company of UOA Holdings Sdn Bhd which in turn, is a wholly owned subsidiary company of United Overseas Australia Ltd, a company incorporated in Australia and listed on the Australian Stock Exchange and Stock Exchange of Singapore). The principal activity of the Manager is the management of real estate investment trusts. There has been no significant change in the nature of this activity during the financial year.

2. TERM OF THE TRUST

UOA REIT will continue its operations until such time as determined by the Trustee and the Manager as provided under Clause 26 of the Deed.

3. SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of preparation

The financial statements of UOA REIT have been prepared in accordance with the Malaysian Financial Reporting Standards (“MFRS”) issued by the Malaysian Accounting Standards Board (“MASB”), International Financial Reporting Standards (“IFRS”), the Deed and the Securities Commission’s Guidelines on Real Estate Investment Trusts.

The measurement bases applied in the preparation of the financial statements include cost, recoverable value, realisable value, and fair value.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction in the principal (or most advantageous) market at the measurement date under current market conditions (i.e. an exit price) regardless of whether that price is directly observable or estimated using another valuation technique.

A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

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Fair value measurements are categorised as follows:

Level 1: Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date.

Level 2: Inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3: Inputs are unobservable inputs for the asset or liability.

The financial statements are presented in Ringgit Malaysia (“RM”), which is also UOA REIT’s functional currency.

(b) Application of new or revised standards

In current year, the UOA REIT has applied a number of new or revised MFRSs, Amendments to MFRSs, Issue Committee Interpretation (“IC Interpretation”) and Amendments to IC Interpretation that become mandatory for the accounting periods beginning on or after 1 January 2013.

Except as otherwise indicated below, the adoption of the new and revised standards, amendments and interpretations does not have significant impact on the financial statements of UOA REIT.

MFRS 13 Fair Value Measurement

MFRS 13 sets out a framework for measuring fair value and requires disclosures about fair value measurements. MFRS 13 is applicable to both financial instruments and non-financial instrument items, for which fair value measurement or disclosures about fair value measurements is required or permitted by other MFRS, except for MFRS 2 Share-based Payment, MFRS 117 Leases, net realisable value in MFRS 102 Inventories or value in use in MFRS 136 Impairment of Assets.

MFRS 13 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. MFRS 13 have been applied prospectively from its effective date. Other than additional disclosures, the adoption of MFRS 13 does not have significant impact on the amounts recognised in the financial statements.

Amendments to MFRS 101 Presentation of Items of Other Comprehensive Income

The amendments to MFRS 101 require items of other comprehensive income to be categorised as, either, (i) items that will not be reclassified subsequently to profit or loss; or (ii) items that may be reclassified subsequently to profit or loss when specific conditions are met. The amendments to MFRS 101 have been applied retrospectively. Other than changes in presentation of items of other comprehensive income, the adoption of amendments to MFRS 101 does not have significant impact on the amounts recognised in the financial statements.

NOTES TO THE FINANCIAL STATEMENTS (CONT’D)

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0133. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

Amendments to MFRS 116 Property, Plant and Equipment

The amendments to MFRS 116 clarify that spare parts, standby equipment and should be classified as property, plant and equipment should they are held for own use and expected to be used for more than onefinancial period.

The changes in accounting policies have been applied retrospectively, and there is no significant impact to the financial statements.

(c) Standards issued that are not yet effective

UOA REIT has not applied the following MFRSs, Amendments to MFRSs, and IC Interpretation that have been issued by the MASB but are not yet effective:

New/Revised MFRSs, Amendments to MFRSs, Effective for financialIC Interpretations and Amendments to IC Interpretation periods on or after

MFRS 9 Financial Instruments 1 January 2015

Amendments to MFRS 10, Investment Entities 1 January 2014MFRS 12 and MFRS 127

Amendments to MFRS 132 Offsetting Financial Assets and 1 January 2014 Financial Liabilities

Amendments to MFRS 136 Recoverable Amount Disclosure 1 January 2014 for Non-financial Assets

Amendments to MFRS 139 Novation of Derivatives and 1 January 2014 Continuation of Hedge Accounting

IC Interpretation 21 Levies 1 January 2014

Except as otherwise indicated below, the adoption of the above new standard, amendments and interpretations are not expected to have significant impact on the financial statements of UOA REIT.

MFRS 9 Financial Instruments

MFRS 9 addresses the classification, measurement and recognition of financial assets and financial liabilities. It replaces the parts of MFRS 139 that relate to the classification and measurement of financial instruments. MFRS 9 requires financial assets to be classified into two measurement categories, i.e. those measured as at fair value, and those measured at amortised cost. The determination is made at initial recognition. The classification depends on the entity’s business model for managing its financial instruments and the contractual cash flow characteristics of the instrument. For financial liabilities, the standard retains most of the MFRS 139 requirements. The main change is that, in cases where the fair value option is taken for financial liabilities, the part of a fair value change due to an entity’s own credit risk is recorded in other comprehensive income, unless this creates an accounting mismatch. The adoption of MFRS 9 is not expected to have significant impact on the financial statements of UOA REIT upon its initial application.


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(d) Significant accounting judgements and estimates

The preparation of financial statements requires the Manager to exercise judgement. It also requires the use of accounting estimates and assumptions that affect reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as at reporting date, and reported amounts of income and expenses during the financial year.

(i) Critical judgements in applying the accounting policies

In the process of applying the accounting policies, the Directors of Manager are of the opinion that there are no instances of application of judgement which are expected to have a significant effect on the amounts recognised in the financial statements.

(ii) Key sources of estimation uncertainty

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

The useful lives and residual values of plant and equipment are estimated based on common life expectancies and commercial factors applied in the various respective industries.

Changes in expected level of usage, occupancy rates and economic development could impact the economic useful lives and the residual values of these assets and hence future depreciation charges on such assets could be revised.

The Manager assesses at each reporting date whether there is any objective evidence that a financial asset is impaired. To determine whether there is objective evidence of impairment, the Manager considers factors such as the probability of insolvency or significant financial difficulties of the debtor and default or significant delay in payments.

Where there is objective evidence of impairment, the amount and timing of future cash flows are estimated based on historical loss experience for assets with similar credit risk characteristics. The carrying amount of the receivables at the reporting date is disclosed in Note 6 to the financial statements.

The fair value of investment properties are derived from the Directors of the Manager’s assessment, which involve certain estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected.


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(e) Plant and equipment

(i) Measurement basis

Plant and equipment are stated at cost less accumulated depreciation and impairment losses, if any.

The cost of plant and equipment includes expenditure that is directly attributable to the acquisition of an asset.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the asset will flow to the Trust and the cost of the asset can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are recognised to profit or loss when incurred.

Plant and equipment are derecognised upon disposal or when no future economic benefits are expected from their use or disposal. On disposal, the difference between the net disposal proceeds and the carrying amount is recognised in the profit or loss.

(ii) Depreciation

Depreciation is calculated to write off the depreciable amount of plant and equipment on a straight-line basis over their estimated useful lives. The depreciable amount is determined after deducting residual value from cost.

The principal annual rates used for this purpose are:

Office equipment 10% Computer 20%

The residual values, useful lives and depreciation method are reviewed, and adjusted if appropriate, at each reporting date.

The carrying values of plant and equipment are reviewed for impairment when events or change in circumstances indicate that the carrying value may not be recoverable.

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(f) Investment properties

Investment properties are properties held to earn rental income or for capital appreciation or both rather than for use in the production or supply of goods and services or for administrative purpose, or sale in the ordinary course of business.

Investment properties are measured initially at cost, including transaction costs. The carrying amount includes the cost of replacing part of an existing investment property at the time that cost is incurred if the recognition criteria are met; and excludes the costs of day-to-day servicing of an investment property.

Subsequent to initial recognition, investment properties are stated at fair value, which reflects market conditions at the reporting date. Gains or losses arising from changes in the fair values of investment properties are included in the statement of comprehensive income in the year in which they arise.

Investment properties are derecognised upon disposal or when they are permanently withdrawn from use and no future economic benefits are expected from their disposal. On disposal, the difference between the net disposal proceeds and the carrying amount is recognised in the statement of comprehensive income.

(g) Financial instruments

A financial instrument is any contract that gives rise to both a financial asset of one enterprise and a financial liability or equity instrument of another enterprise.

(i) Initial recognition and measurement

A financial instrument is recognised in the financial statements when, and only when, the Trust becomes a party to the contractual provisions of the instrument.

A financial instrument is recognised initially, at its fair value plus, in the case of a financial instrument not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition or issue of the financial instrument.

(ii) Financial instrument categories and subsequent measurement

Financial assets

Financial assets are classified as either financial assets at fair value through profit or loss, held-to-maturity investments, available-for-sale financial assets or loans and receivables, as appropriate. Management determines the classification of the financial assets as set out below upon initial recognition. The Trust has only financial assets categorised as loans and receivables.

Loans and receivables

This category comprises debt instruments that are not quoted in an active market, trade and other receivables and cash and cash equivalents.

The subsequent measurement of financial assets in this category is at amortised cost using the effective interest method, less allowance for impairment losses.

All financial assets at amortised cost are subject to review for impairment.


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Financial liabilities

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

Financial liabilities at fair value through profit or loss comprises financial liabilities that are held for trading, derivatives and financial liabilities that are specifically designated into this category upon initial recognition. These financial liabilities are subsequently measured at their fair values with the gain or loss recognised in the profit or loss.

The Trust only has financial liabilities categorised as financial liabilities at amortised cost which are measured using the effective interest method.

Derecognition of financial assets and liabilities

A financial asset or part of it is derecognised when, and only when the contractual rights to the cash flows from the financial asset expire or the financial asset is transferred to another party without retaining control or substantially all risks and rewards of the asset.

On derecognition of a financial asset, the difference between the carrying amount and the sum of the consideration received together with any cumulative gain or loss that has been recognised in equity is recognised in the profit or loss.

A financial liability or part of it is derecognised when, and only when, the obligation specified in the contract is discharged, cancelled or expired.

On derecognition of a financial liability, the difference between the carrying amount and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in the profit or loss.

(h) Operating lease

A lease is classified as an operating lease if it does not transfer substantially all the risks and rewards incidental to ownership.

Operating lease income is credited to profit or loss on a straight line basis over the period of the lease.

(i) Income recognition

(i) Rental income is recognised on a straight-line basis over the specific tenure of the respective leases. Lease incentives granted are recognised as an integral part of the total rental income, over the term of the lease.

(ii) Interest income is recognised on a time proportion basis.


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(j) Impairment of financial assets

Financial assets are assessed at each reporting date to determine whether there is objective evidence that a financial asset or group of financial assets is impaired.

Financial assets carried at amortised cost

If there is objective evidence that an impairment loss carried at amortised cost has been incurred, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of the estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset’s original effective interest rate (i.e the effective interest rate computed at initial recognition). The carrying amount of the asset is reduced through the use of an allowance account. The impairment loss is recognised in the profit or loss.

When the asset becomes uncollectible, the carrying amount of impaired financial assets is reduced directly or if an amount was charged to the allowance account, the amounts charged to the allowance account are written off against carrying amount of the financial asset.

If in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed to the extent that the carrying amount of the asset does not exceed its amortised cost at the reversal date. The amount of reversal is recognised in the profit or loss.

(k) Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are capitalised as part of the cost of those assets.

The capitalisation of borrowing costs as part of the cost of a qualifying asset commences when expenditure for the asset is being incurred, borrowing costs are being incurred and activities that are necessary to prepare the asset for its intended use or sale are in progress. Capitalisation of borrowing costs is suspended or ceases when substantially all the activities necessary to prepare the qualifying asset for its intended use or sale are interrupted or completed.

All other borrowing costs are recognised as an expense in the period in which they are incurred. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.


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(I) Taxation

The tax expense in profit or loss represents the aggregate amount of current and deferred tax.

Current tax is the expected income tax payable or receivable on the taxable income or loss for the year, estimated using the tax rates enacted or substantially enacted by the end of the reporting period.

On the statement of financial position, a deferred tax liability is recognised for taxable temporary differences while a deferred tax asset is recognised for deductible temporary differences and unutilised tax losses only to the extent that it is probable that taxable profit will be available in future against which the deductible temporary differences and unutilised tax losses can be utilised.

No deferred tax is recognised for temporary differences arising from the initial recognition of:

(i) goodwill; or

(ii) an asset or liability which is not a business combination and at the time of the transaction, affects neither accounting profit nor taxable profit.

Deferred tax assets and liabilities are measured based on tax consequences that would follow from the manner in which the asset or liability is expected to be recovered or settled, and based on tax rates enacted or substantively enacted by the reporting date that are expected to apply to the period when the asset is realised or when the liability is settled.

Current tax and deferred tax are charged or credited directly to other comprehensive income if the tax relates to items that are credited or charged, whether in the same or a different period, directly to other comprehensive income.

(m) Cash equivalents

Cash equivalents are short term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to insignificant risk of changes in value.


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013


4. PLANT AND EQUIPMENT

Office Equipment Computer Total RM RM RM

2013 Cost

At 1 January 2013 82,588 7,885 90,473 Additions 8,341 - 8,341 Write-offs (780) - (780)

At 31 December 2013 90,149 7,885 98,034

Accumulated depreciation

At 1 January 2013 27,786 3,049 30,835 Charge for the year 8,673 1,325 9,998 Write-offs (123) - (123)

At 31 December 2013 36,336 4,374 40,710

Net carrying value at 31 December 2013 53,813 3,511 57,324

2012 Cost At 1 January 2012 67,588 5,505 73,093 Additions 15,000 2,380 17,380

At 31 December 2012 82,588 7,885 90,473

Accumulated depreciation

At 1 January 2012 20,277 1,710 21,987 Charge for the year 7,509 1,339 8,848

At 31 December 2012 27,786 3,049 30,835 Net carrying value at 31 December 2012 54,802 4,836 59,638

5. INVESTMENT PROPERTIES

2013 2012 RM RM

At 1 January 1,058,900,000 1,029,760,155 Additions from enhancements 2,529,340 358,938 Disposals (see note 20) - (3,332,253) Fair value adjustments - 32,113,160

At 31 December 1,061,429,340 1,058,900,000

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013


5.

INV

ES

TME

NT

PR

OP

ER

TIE

S (

CO

NT’

D)

20

13

P

erce

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fair

val

ue t

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last

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2.20

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31.1

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R

M

RM

R

M

%

U

OA

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tre P

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ls

55,9

81,2

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31.1

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79,0

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cels

19

4,50

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2012

P

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1,88

0,42

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00

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108,

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000

108,

026,

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17.0

7

Wis

ma

UO

A P

anta

i 86

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31

.12.

2012

P

PC

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94

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94

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OA

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21

1,00

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2012

P

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l Sdn

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22

0,00

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0 22

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3 35

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ar

289,

000,

000

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atio

nal S

dn B

hd

296,

000,

000

296,

000,

000

46.7

6

At 3

1 D

ecem

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013

908,

483,

572

1,05

8,90

0,00

0 1,

061,

429,

340

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013

5.

INV

ES

TME

NT

PR

OP

ER

TIE

S (

CO

NT’

D)

20

12

P

erce

ntag

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luer

s va

luat

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31.1

2.20

12

31.1

2.20

12

R

M

RM

R

M

%

U

OA

Cen

tre P

arce

ls

55,9

81,2

72

31.1

2.20

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PP

C In

tern

atio

nal S

dn B

hd

79,0

00,0

00

79,0

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cels

19

4,50

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0 31

.12.

2012

P

PC

Inte

rnat

iona

l Sdn

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26

1,50

0,00

0 26

1,50

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108,

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000

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5

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ma

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i 86

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,000

31

.12.

2012

P

PC

Inte

rnat

iona

l Sdn

Bhd

94

,400

,000

94

,400

,000

14

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W

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OA

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ra II

21

1,00

0,00

0 31

.12.

2012

P

PC

Inte

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l Sdn

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22

0,00

0,00

0 22

0,00

0,00

0 34

.74

P

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l B –

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ara

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ar

289,

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296,

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908,

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1,05

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0,00

0 1,

058,

900,

000


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5. INVESTMENT PROPERTIES (CONT’D)

The fair value represents the amount at which the properties could be exchanged on an open market basis between a knowledgeable willing buyer and a knowledgeable willing seller in an arm’s length transaction at the reporting date.

The fair values of the investment properties as at 31 December 2013 were assessed by the Directors of the Manager. Whilst a full valuation has not been conducted, the Board of Directors have obtained updated market values on the investment properties amounting to RM1,061,600,000 from PPC International Sdn Bhd in June 2013. In arriving at the updated market values, the Valuer has applied the Investment and Comparison Method to assess the market values of the investment properties. The existing book values of the investment properties as at 31 December 2013 was not materially different from the updated valuations performed, hence confirmed the assessment by the Directors of the Manager that the existing book values as at 31 December 2013 are fair. In view of the above and taking into account current market conditions, the existing book values of the investment properties as at 31 December 2013 were not adjusted and were taken to represent the fair value of the investment properties at the same date.

The fair value hierarchy of the investment properties as at reporting date is as follows:

Level 1 Level 2 Level 3 RM RM RM

Freehold properties - - 765,429,340 Leasehold properties - - 296,000,000

- - 1,061,429,340

There is no transfer between levels in the fair value hierarchy during the year. Reconciliation of Level 3 Fair Value Measurement RM

At 1 January 1,058,900,000 Additions from enhancement 2,529,340

At 31 December 1,061,429,340

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013 5. INVESTMENT PROPERTIES (CONT’D)

Details of Level 3 fair value measurements are as follows:

Valuation method and key inputs Significant unobservable inputs Relationship of unobservable inputs and fair value

Income approach which capitalises Discount rate of 6.75% to 7% The higher the discount rate, the estimated rental income stream, the lower the fair value. net of projected operating costs, using a discount rate derived from Estimated market yield of 6.5% The higher the estimated market yields. market yield, the higher the fair value. Occupancy rates of 83% to 100% The higher the occupancy rate,

the higher the fair value.

The strata titles of UOA Centre Parcels, UOA II Parcels, UOA Damansara Parcels and Parcel B – Menara UOA Bangsar are pending transfer to the Trustee.

The title deeds for Wisma UOA Damansara II and Wisma UOA Pantai are held in trust by the Trustee.

As at 31 December 2013, UOA Centre Parcels, UOA II Parcels (excluding Level 17, UOA II), UOA Damansara Parcels, Wisma UOA Damansara II and Parcel B – Menara UOA Bangsar with an aggregate carrying amount of RM954,139,340 (2012 : RM951,610,000) have been pledged as security for revolving credits I, II, III and IV referred to in Note 9 below.

6. TRADE AND OTHER RECEIVABLES

2013 2012 RM RM

Trade receivables 1,675,595 1,642,105 Allowance for doubtful debts (see note 30) (596,971) (376,048)

Net trade receivables 1,078,624 1,266,057 Other receivables 1,743 10,863 Deposits 3,107,111 3,104,989

Total receivables and deposits 4,187,478 4,381,909 Prepayments 180,971 184,818

4,368,449 4,566,727

The Trust’s credit term for monthly rental from tenants is fourteen (14) days.


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0137. DEPOSITS WITH LICENSED FINANCIAL INSTITUTIONS

In previous year, the effective interest rates of deposits ranged between 1.80% and 3.00% per annum. The deposits had maturity terms of one month or less.

8. PAYABLES

2013 2012 RM RM

Amount owing to the Manager 359,008 358,598 Amounts owing to companies related to the Manager 202,077 21,837 Other payables 2,313,233 862,651 Interest payable 623,154 584,549 Accruals 753,141 1,079,458

4,250,613 2,907,093

Tenants’ deposits - refundable within 12 months 14,067,067 11,428,361 - refundable after 12 months 10,465,625 12,883,582

24,532,692 24,311,943

Total payables 28,783,305 27,219,036

The amount owing to the Manager represents management fee payable which is payable within 12 months.

The amounts owing to companies related to the Manager are expected to be settled within the normal credit period of 30 days.

Included in the tenants’ deposits are deposits received from companies related to the Manager amounting to:

2013 2012 RM RM

Refundable within 12 months 1,878,000 1,866,000 Refundable after 12 months - -

1,878,000 1,866,000


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013 9. BORROWINGS

2013 2012 RM RM

Revolving credit I 79,800,000 79,800,000 Revolving credit II 55,000,000 55,000,000 Revolving credit III 113,800,000 113,800,000 Revolving credit IV 129,100,000 131,900,000 Total borrowings – revolving credits 377,700,000 380,500,000

Revolving credits I and II are secured by a Deed of Assignment and Power of Attorney, over the Sale and Purchase Agreement for the purchase of UOA Centre Parcels and UOA II Parcels (excluding Level 17, UOA II).

Revolving credit III is secured by an Asset Purchase Agreement and Asset Sale Agreement in respect of Wisma UOA Damansara II and a charge over Wisma UOA Damansara II.

Revolving credit IV is secured by Loan Agreements cum Assignment, Deeds of Extension of Deed of Assignment, Deeds of Assignment of Rental Proceeds (“DARP”), Deeds of Extension of DARP and four (4) Powers of Attorney, over the Sale and Purchase Agreement for the purchase of UOA Damansara Parcels and over the Sale and Purchase Agreement for the purchase of Parcel B – Menara UOA Bangsar.

The revolving credits are subject to periodic review and repayable on demand. The Manager is of the opinion that the facility will be rolled over and remain available in the long term.

The revolving credits are subject to interest/profit rates ranging from 0.5% + Cost of Fund to 0.7% + Cost of Fund. The effective interest/profit rates of the borrowings ranged from 3.98% to 4.08% (2012 : 3.96% to 4.15%) per

annum.

10. PROVISION FOR INCOME DISTRIBUTION

2013 2012 RM RM

At 1 January 20,932,153 20,889,866 Provision made 45,120,419 44,316,962

Distribution paid (43,259,783) (44,274,675)

At 31 December 22,792,789 20,932,153


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01310. PROVISION FOR INCOME DISTRIBUTION (CONT’D)

The distribution to unitholders is from the following sources:

2013 2012 RM RM

Sources of income Gross rental income 86,165,952 82,855,061 Interest income 28,788 32,976 Other income 243,599 4,454,817

86,438,339 87,342,854

Expenses (excluding Manager’s fees) Property expenses 20,123,795 19,331,490 Non-property expenses 16,032,812 16,694,755

36,156,607 36,026,245

Net income before Manager’s fees, income distribution, net appreciation on fair value of investment properties, net changes on financial liabilities measured at amortised cost and tax expense 50,281,732 51,316,609

Net appreciation on fair value of investment properties - 32,113,160 Net changes on financial liabilities measured at amortised cost 334,375 (375,890) Manager’s fees (4,281,513) (3,697,700) Tax expense (1,560,035) (3,234,483)

44,774,559 76,121,696

(Undistributed income)/Loss for the current year - Unrealised 1,225,660 (28,502,787) - Realised (879,800) (3,301,947)

Total income distribution for the year 45,120,419 44,316,962

Distribution per unit (sen) 10.67 10.48


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11. DEFERRED TAX LIABILITY

2013 2012 RM RM

At 1 January 3,234,483 - Origination during the year 1,560,035 3,234,483

At 31 December 4,794,518 3,234,483

The temporary difference recognised as deferred tax liability represents Real Property Gains Tax (“RPGT”) in

relation to the Trust’s investment properties.

Pursuant to the amendment to Part I, Schedule 5 of the Real Property Gains Tax Act, 1976 under the Finance Act 2014 which was gazetted on 23 January 2014, the following RPGT rates are applicable with effect from 1 January 2014 in respect of gains on disposal of investment properties by the Trust:

(a) Properties held for 2 years or less will be taxed at the rate of 30% (2013 : 15%).(b) Properties held for more than 2 years but up to 3 years will be taxed at the rate of 30% (2013 : 10%).(c) Properties held for more than 3 years but up to 4 years will be taxed at the rate of 20% (2013 : 10%).(d) Properties held for more than 4 years but up to 5 years will be taxed at the rate of 15% (2013 : 10%).(e) Properties held for more than 5 years will not be taxed (2013 : Nil).

12. UNITHOLDERS’ CAPITAL

------ Number of units ----- --- Unitholders’ capital ---- 2013 2012 2013 2012 RM RM Authorised: At 1 January/31 December 422,871,776 422,871,776 479,449,978 479,449,978

Issued and fully paid: At 1 January/31 December 422,871,776 422,871,776 476,062,161 476,062,161

13. GROSS RENTAL

Gross rental represents rental income from the investment properties.


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14. PROPERTY OPERATING EXPENSES

2013 2012 RM RM

Assessment and quit rent 3,623,747 3,692,184 Insurance 379,989 384,596 Maintenance fees 9,321,798 9,343,851 Property management fees 1,648,717 1,271,760 Others 5,149,544 4,639,099

20,123,795 19,331,490

Property management fees were paid to Jordan Lee & Jaafar Sdn Bhd and is inclusive of permissible discounts in accordance with the Valuers, Appraisers and Estate Agents Act, 1981 and reimbursable site staff cost.

15. MANAGER’S FEES

The Manager is entitled under the Deed to a management fee of up to 1.00% per annum of the Net Asset Value of the Trust, calculated on a monthly accrual basis and payable monthly in arrears.

For the financial year, the Manager charged a manager’s fees of RM4,281,513 (2012 : RM3,697,700) which was calculated based on 0.67% (2012 : 0.56% to 0.67%) of the Net Asset Value of the Trust.

16. TRUSTEE’S FEES

The Trustee is entitled to a fee of up to 0.05% per annum of Net Asset Value of the Trust, calculated on a monthly accrual basis and payable monthly in arrears.

For the financial year, the Trustee charged a trustee’s fees of RM191,710 (2012 : RM228,489) which was calculated based on 0.030% (2012 : 0.030% to 0.045%) of the Net Asset Value of the Trust.

17. FINANCE COSTS

2013 2012 RM RM

Interest expense on revolving credit 15,414,965 15,673,830


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013 18. TAX EXPENSE

2013 2012 RM RM

Malaysian tax based on results for the year -deferred tax relating to Real Property Gains Tax (“RPGT”) 1,560,035 3,234,483

The provision for taxation differs from the amount of taxation determined by applying the applicable statutory tax rate to the income before tax as a result of the following differences:

2013 2012 RM RM

Accounting profit 46,334,594 79,356,179

Taxation at statutory rate of 25% 11,583,649 19,839,045 Tax effect of - non-deductible expenses 201,024 217,573 - non-taxable income - (1,054,447) - income exempted from tax (9,498,501) (8,948,464) -net changes on financial liabilities measured at amortised cost (83,594) 93,973 Utilisation of capital allowances (2,202,578) (2,119,390) Difference between income tax rate and RPGT rate

applicable on fair value adjustments on investment properties - (4,793,807) Change in RPGT rates 1,560,035 -

1,560,035 3,234,483

Pursuant to the amendment of Section 61A of the Income Tax Act, 1967 under the Finance Act, 2006 which was gazetted on 31 December 2006, where in the basis period for a year of assessment, 90% or more of the total income of the trust is distributed to its unitholders, the total income of the trust for that year of assessment shall be exempted from tax.

19. EARNINGS PER UNIT

(i) The earnings per unit after manager’s fees has been calculated by dividing income after tax for the financial year of RM44,774,559 (2012 : RM76,121,696) by the weighted average number of units in issue of 422,871,776 (2012: 422,871,776).

(ii) The earnings per unit before manager’s fees has been calculated by dividing income after tax before deduction of manager’s fees for the financial year of RM49,056,072 (2012 : RM79,819,396) by the weighted average number of units in issue of 422,871,776 (2012 : 422,871,776).


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01320. PROCEEDS FROM DISPOSAL OF INVESTMENT PROPERTIES

2013 2012 RM RM Net book value of investment properties disposed of (see note 5) - 3,332,253Gain on disposal of investment properties - 4,217,786

Total proceeds from disposals - 7,550,039Deposit received in prior year - (614,460)

Cash received during the financial year - 6,935,579

21. TRANSACTIONS WITH STOCKBROKING COMPANIES

There were no transactions made with stockbroking companies during the financial year (2012 : Nil).

22. UNITHOLDINGS BY THE MANAGER

As at 31 December 2013, the Manager did not hold any direct units in the Trust (2012 : Nil).


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013 23. UNITHOLDERS RELATED TO THE MANAGER

Direct holdings unless ------- No. of units ------ Percentage of units in issue -- Market value as at -- otherwise indicated 31.12.2013 31.12.2012 31.12.2013 31.12.2012 31.12.2013 31.12.2012 % % RM RM

Directors of the Manager : - Alan Charles Winduss 100,000 100,000 0.02 0.02 145,000 137,000- Dato’ Gan Boon Khuay 100,000 100,000 0.02 0.02 145,000 137,000- Kung Beng Hong 100,000 100,000 0.02 0.02 145,000 137,000- Kong Sze Choon 29,000 29,000 0.01 0.01 42,050 39,730 Companies related to the

Manager: - Desa Bukit Pantai Sdn Bhd 102,261,538 102,261,538 24.18 24.18 148,279,230 140,098,307- Wisma UOA Sdn Bhd 77,729,000 77,729,000 18.38 18.38 112,707,050 106,488,730- Rich Accomplishment Sdn Bhd 74,661,538 74,661,538 17.66 17.66 108,259,230 102,286,307- Damai Positif Sdn Bhd 48,000,000 48,000,000 11.35 11.35 69,600,000 65,760,000- Dynasty Portfolio Sdn Bhd 15,464,500 15,464,500 3.66 3.66 22,423,525 21,186,365- LTG Development Sdn Bhd 5,600,700 5,600,700 1.32 1.32 8,121,015 7,672,959- UOA Holdings Sdn Bhd - 100,000 - 0.02 - 137,000 Persons related to the Manager

via relationship with a Director of the Manager:

- Kong Chong Soon @ Chi Suim 362,000 362,000 0.09 0.09 524,900 495,940- Kong May Chee 15,900 15,900 0.00 0.00 23,055 21,783- Kong Ai Chee 13,500 13,500 0.00 0.00 19,575 18,495 Director of the Manager

(indirect interest): - Kong Sze Choon* 24,000 24,000 0.01 0.01 34,800 32,880 Persons related to the Manager

via relationship with a Director ofthe Manager (indirect interest):

- Kong Chong Soon @ Chi Suim** 323,717,276 323,817,276 76.55 76.58 469,390,050 443,629,668

* Deemed interest through his shareholding in Global Transact Sdn Bhd.** Deemed interest through his shareholdings in United Overseas Australia Ltd (the ultimate holding company of Desa Bukit

Pantai Sdn Bhd, Wisma UOA Sdn Bhd, Rich Accomplishment Sdn Bhd, Damai Positif Sdn Bhd, Dynasty Portfolio Sdn Bhd, LTG Development Sdn Bhd and UOA Holdings Sdn Bhd).

The market value of the units is determined by using the closing market value of RM1.45 as at 31 December 2013 (31 December 2012 : RM1.37).


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01324. PORTFOLIO TURNOVER RATIO

2013 2012

Portfolio Turnover Ratio (“PTR”) (times) - 0.0028

PTR is the ratio of the average sum of acquisition and disposal of the Trust for the financial year to the average value of the Trust fund for the financial year calculated on a weekly basis.

Since the average value of the Trust fund is calculated on a weekly basis, comparisons of the PTR of the Trust with other real estate investment trust which uses a different basis of calculation may not be an accurate comparison.

25. MANAGEMENT EXPENSE RATIO

2013 2012 % %

Management Expense Ratio (“MER”) 0.77 0.78

MER is calculated based on the total administrative expenses incurred by the Trust divided by the average value of the Trust fund for the financial year calculated on a weekly basis.

Since the average value of the Trust fund is calculated on a weekly basis, comparison of the MER of the Trust with other real estate investment trust which uses a different basis of calculation may not be an accurate comparison.

26. RELATED PARTY DISCLOSURES

For the purposes of these financial statements, parties are considered to be related to UOA REIT if UOA REIT has the ability, directly or indirectly, to control the party or exercise significant influence over the party in making financial and operating decisions, or vice versa, or where UOA REIT and the party are subject to common control or common significant influence. Related parties may be individuals or other entities.

Related parties also include key management personnel defined as those persons having authority and responsibility for planning, directing and controlling the activities of UOA REIT either directly or indirectly. The key management personnel include all Directors of the Manager, and certain members of senior management of the Manager.

UOA REIT has related party transactions with companies related to the Manager.


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013 26. RELATED PARTY DISCLOSURES (CONT’D)

Significant related party transactions during the financial year were as follows:

-- Transaction value -- -- Balance outstanding -- 2013 2012 2013 2012 RM RM RM RM

Transactions with companies related to the Manager Rental received 7,422,480 7,444,160 - -Security fees paid 521,317 476,144 - -Landscaping fee paid/payable 58,800 58,800 6,300 6,900Repair and maintenance paid/payable 799,503 123,814 194,914 1,130Upgrading of investment property paid/payable 5,801 63,577 - 13,807

27. OPERATING LEASE COMMITMENTS

The Trust as lessor

The Trust leases out its investment properties under operating leases. These leases are non-cancellable and typically run for a period ranging from 1 to 3 years, with the option to renew. None of the leases include contingent rentals.

The future minimum lease payments receivable under non-cancellable operating leases contracted for as at the reporting date but not recognised as receivables, are as follows:

2013 2012 RM RM

Not later than one year 80,038,010 76,571,199Later than one year but not later than five years 58,781,325 54,732,485

138,819,335 131,303,684

28. CAPITAL COMMITMENTS

2013 2012 RM RM

Approved and contracted for the upgrading for investment property – Wisma UOA Damansara II 33,800 1,851,980

Approved but not contracted for the upgrading work for investment property – Wisma UOA Damansara II 2,522,847 2,820,420

2,556,647 4,672,400


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01329. FINANCIAL INSTRUMENTS

(a) Classification of financial instruments

The table below provides an analysis of financial instruments categorised as follows:

2013 2012 Loans and Carrying Loans and Carrying receivables amount receivables amount RM RM RM RM

Financial Assets Receivables (see note 6) 4,187,478 4,187,478 4,381,909 4,381,909 Deposits with licensed financial

institutions - - 1,100,000 1,100,000 Cash and bank balances 1,175,216 1,175,216 564,884 564,884

Total financial assets 5,362,694 5,362,694 6,046,793 6,046,793

2013 2012 At amortised Carrying At amortised Carrying cost amount cost amount RM RM RM RM

Financial Liabilities Payables (see note 8) 28,783,305 28,783,305 27,219,036 27,219,036 Borrowings – revolving credits

(see note 9) 377,700,000 377,700,000 380,500,000 380,500,000

Total financial liabilities 406,483,305 406,483,305 407,719,036 407,719,036

(b) Fair value of financial instruments

The carrying amounts of cash and cash equivalents, receivables, payables and borrowings approximate fair values due to the relatively short term nature of these financial instruments.

Included in payables is tenants’ deposits received. The tenants’ deposits is determined based on the present value of future cash flows discounted at the market interest rate of 3.172% at the end of the reporting period.


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013 30. FINANCIAL RISK MANAGEMENT OBJECTIVE AND POLICIES

UOA REIT operates within clear defined guidelines as set out in the Securities Commission’s Guidelines on Real Estate Investment Trusts (“REIT Guidelines”). These REIT Guidelines seek to provide a regulatory framework that would protect the interests of the investing public. The Trust is exposed to a variety of financial risks, including credit risk, interest rate risk and liquidity and cash flow risks arising from its operations and the use of financial instruments.

Information regarding the Trust’s exposure to the above-mentioned risks and the Trust’s risk management policies, which ensure compliance with the spirit of the REIT Guidelines, are set out below:

(a) Credit risk

Credit risk arises from the possibility that a tenant or counter party may be unable to meet the terms of a contract in which the Trust has a gain position. At the reporting date, the maximum exposure to credit risk is represented by the carrying amount of each financial asset in the statement of financial position.

The Trust is not exposed to significant credit risks as it is not permitted to extend loans or any other forms of credit facilities. The risk of non-collectibility of monthly rentals is also mitigated with rental deposits collected from the tenants.

The ageing analysis of receivables as at the reporting date which is trade in nature is as follows:

Gross Impairment RM RM 2013

Less than 30 days past due 320,102 - Between 30 to 90 days past due 111,540 - More than 90 days past due 1,243,953 596,971

1,675,595 596,971

2012

Less than 30 days past due 570,115 - Between 30 to 90 days past due 238,398 - More than 90 days past due 833,592 376,048

1,642,105 376,048


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01330. FINANCIAL RISK MANAGEMENT OBJECTIVE AND POLICIES (CONT’D)

Movements in the allowance for the doubtful debts of trade receivables are as follows:

2013 2012 RM RM At 1 January 376,048 260,722 Addition during the year 286,211 209,725 Allowance no longer required (65,288) (94,399)

At 31 December 596,971 376,048

(b) Interest rate risk

The Trust has no exposure to movements in market interest rates other than revolving credit facility and deposits with licensed financial institutions.

Financial assets

By placing its deposits on short tenures and at prevailing market interest rates, the Trust is able to reduce its exposures to interest rate fluctuations.

Financial liabilities

The Trust minimises its interest rate risk by borrowing as far as possible at a floating interest rate.

The information on maturity and effective interest rates on the revolving credit are disclosed in Note 9 to the financial statements.

A sensitivity analysis has been performed based on the outstanding floating rate borrowings of the Trust as at the reporting date. If interest rates increase or decrease by 50 basis points with all other variables held constant, the Trust’s profit after tax would decrease or increase by RM1,889,000 (2012 : RM1,903,000), as a result of higher or lower interest expense on these borrowings.

(c) Liquidity and cash flow risks

The Trust ensures that there are adequate funds to repay the revolving credit in a timely and cost-effective manner. Sources of funds can be via issuance of units, internally generated funds or borrowings. As timing of these arrangements is critical, the Trust may be exposed to the risk of its investment properties being foreclosed in the interim. However, the Manager is of the opinion that the facility will be rolled over and remain available for the long term and there is no imminent obligation to repay.


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013 30. FINANCIAL RISK MANAGEMENT OBJECTIVE AND POLICIES (CONT’D)

The table below summarises the maturity profile of financial liabilities at the reporting date based on

contractual undiscounted cash flows.

Carrying Contractual Less than 1 to 5 years amount cash flows 1 year RM RM RM RM

2013

Payables 28,783,305 29,243,899 18,317,679 10,926,220 Borrowings – revolving credits 377,700,000 377,700,000 377,700,000 - 406,483,305 406,943,899 396,017,679 10,926,220 2012

Payables 27,219,036 27,345,256 14,335,454 13,009,802 Borrowings – revolving credits 380,500,000 380,500,000 380,500,000 - 407,719,036 407,845,256 394,835,454 13,009,802

31. CAPITAL MANAGEMENT

The Trust’s objectives when managing capital is to maintain a strong capital base and safeguard the Trust’s ability to continue as a going concern, so as to maintain unitholder, creditor and market confidence and to sustain future development of the business. The Directors of the Manager monitor and determine an optimal debt-to-equity ratio that complies with debt covenants and regulatory requirements.

UOA REIT is permitted to procure borrowings of up to 50% of its total asset value pursuant to the Securities Commission’s Guidelines on Real Estate Investment Trusts.

Total borrowings to total asset value at the reporting date is as follows:

2013 2012 Total asset value (RM) 1,067,030,329 1,065,191,249

Total borrowings (RM) 377,700,000 380,500,000 Total borrowings to total asset value (%) 35.40 35.72

32. AUTHORISATION FOR ISSUE OF FINANCIAL STATEMENTS

These financial statements were authorised for issue on 14 February 2014 by the Board of Directors of UOA Asset Management Sdn Bhd.


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2013 2012 RM RM

Realised profits 19,858,798 18,644,623Unrealised profits 137,038,758 138,598,793

156,897,556 157,243,416

The information above is disclosed pursuant to the Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosures Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants (“MIA Guidance”).

The information on realised and unrealised profits disclosed in the Statement of Changes in Net Asset Value on page 48 differ from the information disclosed above by RM460,596 (2012 : RM126,221) mainly due to the discount in respect of tenants’ deposits measured at amortised cost which does not involve consumption of resources, hence, is categorised as “unrealised” in the Statement of Changes in Net Asset Value, instead of “realised” pursuant to the MIA Guidance.

SUPPLEMENTARY INFORMATION ON REALISED AND UNREALISED PROFITS OR LOSSES

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ANALYSIS OF UNITHOLDINGS

Distribution of Unitholders as at 31 December 2013

Unit Class No. of Unitholders % No. of Units held % Less than 100 12 0.56 300 0.00100 to 1,000 units 401 18.83 237,500 0.061,001 to 10,000 units 1,099 51.60 5,704,000 1.3510,001 to 100,000 units 525 24.64 18,698,500 4.42100,001 to less than 5% of issued units 89 4.18 95,579,400 22.605% and above of issued units 4 0.19 302,652,076 71.57

Total 2,130 100.00 422,871,776 100.00

Classification of Unitholders as at 31 December 2013

------------- No. of Unitholders ------------- -------------No. of Units held -------------

Category of Unitholders Malaysian Malaysian Malaysian Malaysian Bumiputra Non-Bumiputra Foreign Bumiputra Non-Bumiputra Foreign

1) Individual 121 1,490 31 262,700 26,771,000 782,800

2) Body Corporate

a) Banks/Finance Companies 7 2 - 14,135,000 3,264,900 -

b) Investment Trusts/ Foundations/

Charities 1 2 - 10,000 310,000 -

c) Industrial and Commercial Companies 7 28 2 2,089,700 324,733,676 5,300,000

3) Government Agencies/ Institutions - - - - - -

4) Nominees 249 161 29 16,989,100 25,114,600 3,108,300

5) Others - - - - - -

Total 385 1,683 62 33,486,500 380,194,176 9,191,100

Grand Total 2,130 422,871,776

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Unitholders No. of Units % 1) Desa Bukit Pantai Sdn Bhd 102,261,538 24.18 2) Wisma UOA Sdn Bhd 77,729,000 18.38 3) Rich Accomplishment Sdn Bhd 74,661,538 17.66 4) Damai Positif Sdn Bhd 48,000,000 11.35 5) Dynasty Portfolio Sdn Bhd 15,464,500 3.66 6) Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board 11,279,300 2.67 7) Amsec Nominees (Tempatan) Sdn Bhd AmTrustee Bhd for AmGeneral Insurance Berhad - Shareholders’ Fund 11,003,200 2.60 8) Amanah Raya Berhad Kumpulan Wang Bersama 6,950,000 1.64 9) ValueCap Sdn Bhd 6,345,000 1.50 10) LTG Development Sdn Bhd 5,370,700 1.27 11) Tokio Marine Life Insurance Malaysia Bhd As Beneficial Owner (PF) 5,250,000 1.24 12) CitiGroup Nominees (Tempatan) Sdn Bhd MCIS Zurich Insurance Berhad (Life Par Fd) 4,043,700 0.96 13) CitiGroup Nominees (Tempatan) Sdn Bhd MCIS Zurich Insurance Berhad (Ann Fd) 2,207,000 0.52 14) Choo Thye 2,000,000 0.47 15) CitiGroup Nominees (Tempatan) Sdn Bhd MCIS Zurich Insurance Berhad (Gen Fd) 1,853,500 0.44 16) HwangDBS Investment Bank Berhad IVT (JBD) 1,764,900 0.42 17) Employees Provident Fund Board 1,500,000 0.35 18) Kon Cze Yan @ Koon Cze Yan 1,154,400 0.27 19) Universal Trustee (Malaysia) Berhad Alliance Optimal Income Fund 902,900 0.21 20) CitiGroup Nominees (Tempatan) Sdn Bhd MCIS Zurich Insurance Berhad (Shh Fd) 839,700 0.20

THIRTY (30) LARGEST UNITHOLDERS AS AT 31 DECEMBER 2013

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Unitholders No. of Units % 21) CitiGroup Nominees (Asing) Sdn Bhd Exempt An for CLSA Limited (Cust-Non Res) 786,400 0.19 22) HSBC Nominees (Tempatan) Sdn Bhd HSBC (M) Trustee Bhd for MAAKL Progress Fund (4082) 718,300 0.17 23) AMSEC Nominees (Tempatan) Sdn Bhd Sieh Kok Swee (9039-1101) 628,000 0.15 24) HSBC Nominees (Tempatan) Sdn Bhd HSBC (M) Trustee Bhd for MAAKL Dividend Fund (5311-401) 613,300 0.15 25) Chong Kok Fah 606,000 0.14 26) CitiGroup Nominees (Tempatan) Sdn Bhd MCIS Zurich Insurance Berhad (Grp Life Fd) 605,000 0.14 27) Ramanathan A/L L.Manickavasagan 530,000 0.13 28) HDM Nominees (Asing) Sdn Bhd Phillip Securities Pte Ltd for Mitchell William David 512,000 0.12 29) Labuan Reinsurance (L) Ltd 482,300 0.11 30) KAF Trustee Berhad KIFB For Perbadanan Kemajuan Negeri Selangor 409,500 0.10 Total 386,471,676 91.39

THIRTY (30) LARGEST UNITHOLDERS (CONT’D)

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NOTICE OF ANNUAL GENERAL MEETING

NOTICE OF SECOND ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the Second Annual General Meeting of UOA Real Estate Investment Trust (“UOA

REIT”) will be held at Prism Room, Level 3A, Connexion@Nexus, Nexus, Bangsar South City, No. 7, Jalan Kerinchi,

59200 Kuala Lumpur on Wednesday, 23 April 2014 at 10.00 a.m. or at any adjournment, for the following purpose:-

(Refer note 2)

AGENDA

1 To lay the Audited Financial Statements for the financial year ended 31 December 2013 together with the Trustee’s Report to the Unitholders issued by RHB Trustees Berhad (formerly known as OSK Trustees Berhad), as trustee for UOA REIT and the Statement by the Manager issued by UOA Asset Management Sdn Bhd, as the manager of UOA REIT and the Auditors’ Report thereon.

By Order of the Board ofUOA ASSET MANAGEMENT SDN BHD (692639-U)The Manager of UOA Real Estate Investment Trust

YAP KAI WENG (MAICSA 74580) WONG YOKE LENG (MAICSA 7032314) Company Secretaries

Kuala Lumpur28 February 2014

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NOTICE OF ANNUAL GENERAL MEETING (CONT’D)

Notes:

1. Appointment of Proxy

(i) Only depositors whose names appear in the Record of Depositors as at 16 April 2014 shall be regarded as Unitholders and be entitled to attend and speak at the Second Annual General Meeting.

(ii) A Unitholder of UOA REIT (“Unitholder”) shall be entitled to attend and speak and shall be entitled to appoint another person (whether a Unitholder or not) as its proxy to attend and speak in its stead.

(iii) Where a Unitholder is a corporation, its duly authorised representative shall be entitled to attend and speak, and shall be entitled to appoint another person (whether a Unitholder or not) as its proxy to attend and speak.

(iv) Where a Unitholder is an Authorised Nominee as defined under the Securities Industry (Central Depositories) Act 1991, it may appoint at least one (1) proxy in respect of each Securities Account it holds with Units of UOA REIT standing to the credit of the said Securities Account.

(v) Where a Unitholder appoints two (2) proxies, the appointment shall be invalid unless it specifies the proportions of its holdings to be represented by each proxy.

(vi) The instrument appointing a proxy shall be in writing under the hand of the appointer or of its attorney duly authorised in writing or if the appointer is a corporation either under its common seal or under the hand of an officer or attorney duly authorised.

(vii) The instrument appointing a proxy must be deposited at the Business Office of the Trustee at 6th Floor, Plaza OSK, Jalan Ampang, 50450 Kuala Lumpur, Malaysia not less than forty-eight (48) hours before the time appointed for holding the Meeting or any adjournment thereof.

2. Audited Financial Statements for the Financial Year Ended 31 December 2013

This Agenda is meant for discussion only as audited financial statements do not require formal approval of Unitholders under the Securities Commission’s Guidelines on Real Estate Investment Trusts. Hence, this matter will not be put forward for voting.

UOA REAL ESTATE INVESTMENT TRUST

I / We …………………………………………………… NRIC No. / Company No. ………………………………................…

of …………………………………………………………………………..…. Tel No. …………………………...............……....

being a Unitholder/Unitholders of UOA REIT, hereby appoint the following person(s) as my proxy:

No. Name as per NRIC NRIC No. % unitholding to be represented 1.

2.

or failing him/her the Chairman of the Meeting as my/our proxy to attend on my/our behalf the Second Annual General

Meeting of UOA REIT to be held at Prism Room, Level 3A, Connexion@Nexus, Nexus, Bangsar South City, No. 7, Jalan

Kerinchi, 59200 Kuala Lumpur on Wednesday, 23 April 2014 at 10.00 a.m., and at any adjournment.

Signature of Unitholder(s) / Common Seal for Corporate Unitholder(s)

Date:

Note:

(i) Only depositors whose names appear in the Record of Depositors as at 16 April 2014 shall be regarded as Unitholders and be

entitled to attend and speak at the Second Annual General Meeting.

(ii) A Unitholder of UOA REIT (“Unitholder”) shall be entitled to attend and speak and shall be entitled to appoint another person

(whether a Unitholder or not) as its proxy to attend and speak in its stead.

(iii) Where a Unitholder is a corporation, its duly authorised representative shall be entitled to attend and speak, and shall be entitled

to appoint another person (whether a Unitholder or not) as its proxy to attend and speak.

(iv) Where a Unitholder is an Authorised Nominee as defined under the Securities Industry (Central Depositories) Act 1991, it may

appoint at least one (1) proxy in respect of each Securities Account it holds with Units of UOA REIT standing to the credit of the

said Securities Account.

(v) Where a Unitholder appoints two (2) proxies, the appointment shall be invalid unless it specifies the proportions of its holdings to

be represented by each proxy.

(vi) The instrument appointing a proxy shall be in writing under the hand of the appointer or of its attorney duly authorised in writing

or if the appointer is a corporation either under its common seal or under the hand of an officer or attorney duly authorised.

(vii) The instrument appointing a proxy must be deposited at the Business Office of the Trustee at 6th Floor, Plaza OSK, Jalan

Ampang, 50450 Kuala Lumpur, Malaysia not less than forty-eight (48) hours before the time appointed for holding the Meeting or

any adjournment thereof.

(constituted in Malaysia under the Deed dated 28 November 2005 entered into between UOA Asset Management Sdn Bhd and RHB Trustees Berhad (formerly known as OSK Trustees Berhad), companies incorporated in Malaysia under

the Companies Act, 1965)

PROXY FORM

CDS Account No.

No. of Units held:

RHB TRUSTEES BERHAD (573019-U)

(formerly known as OSK Trustees Berhad)

(as Trustee for UOA Real Estate Investment Trust)

6th Floor, Plaza OSK

Jalan Ampang

50450 Kuala Lumpur, Malaysia

Affix

Stamp

FOLD THIS FLAP FOR SEALING

THEN FOLD HERE

1ST FOLD HERE

UOA ASSET MANAGEMENT SDN BHD (692639-U)

Wisma UOA Bangsar SouthTower 1, Avenue 3, The Horizon

Bangsar South CityNo. 8, Jalan Kerinchi

59200 Kuala Lumpur, Malaysia

Telephone: +603 2245 9188 Facsimile: +603 2241 4862

www.uoareit.com.my

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