Further details on the Proposed Acquisition are set out in the ensuing sections of this announcement.

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1 ( KULIM OR THE COMPANY ) BY KULIM OF 75% EQUITY INTEREST IN PT WISESA INSPIRASI NUSANTARA AT A TOTAL CONSIDERATION OF UP TO USD43.44 MILLION ( PROPOSED ACQUISITION ) Unless otherwise stated, the exchange rate of the following, being the prevailing exchange rate on 30 September 2013, being the latest practicable date prior to this announcement ( LPD ), as published by Bank Negara Malaysia has been applied in this announcement: United States Dollar ( USD ) 1.00 : Malaysian Ringgit ( RM ) Indonesia Rupiah ( IDR ) 100 : RM INTRODUCTION On behalf of the Board of Directors of Kulim ( Board ), RHB Investment Bank Berhad ( RHB Investment Bank ) wishes to announce that Kulim had on 3 October 2013 entered into a conditional share sale agreement ( CSSA ) with PT Graha Sumber Berkah ( PT GSB or the Vendor ) in relation to the proposed acquisition of 75% equity interest in PT Wisesa Inspirasi Nusantara ( PT WIN ) as follows: i) the purchase of 3,409,091 fully paid up ordinary shares of IDR1,000 each in PT WIN ( PT WIN Share(s) ) ( Sale Share(s) ) representing approximately 54.55% equity interest in PT WIN, for a cash consideration of approximately USD17.38 million (equivalent to approximately RM56.65 million) ( Sale Shares Consideration ) ( Acquisition of Sale Shares ); and ii) the Assigned Rights (as defined below) in return for the additional commitment to invest up to approximately USD26.06 million (equivalent to approximately RM84.94 million) in PT WIN and/or its subsidiaries to secure the issuance of cultivation rights permit ( Hak Guna Usaha or HGU ) ( Further Investment ). The total consideration under the Acquisition of Sale Shares and Further Investment will be approximately USD43.44 million (equivalent to approximately RM million) ( Purchase Consideration ). Further details on the Proposed Acquisition are set out in the ensuing sections of this announcement. 2. DETAILS OF THE The Proposed Acquisition entails the following: acquisition of 3,409,091 PT WIN Shares from PT GSB free from all liens, charges, encumbrances and with all rights, benefits and entitlements now and thereafter attached thereto at the Sale Shares Consideration; and Kulim undertakes to provide Further Investment of up to USD26.06 million in PT WIN and/or its subsidiaries, namely PT Harapan Barito Sejahtera ( PT HBS ), PT Sawit Sumber Rejo ( PT SSR ) and PT Wahana Semesta Kharisma ( PT WSK ) (collectively referred to as PT WIN Subsidiaries ) to complete all land acquisition and related approvals to secure the HGU. In return, PT GSB will assign to Kulim all rights, interest and benefits of shareholding, such as voting rights, dividends and attendance at the general meetings of shareholders, and all other rights under the Articles of Association of PT WIN and Law No. 40 of 2007 on Limited Liability Companies (Republic of Indonesia), over an additional 20.45% of the PT WIN Shares through an Assignment Agreement ( Assigned Rights ) to be executed at the Closing Date (as defined below). Page 1 of 8

2 Matters related to the Further Investment and treatment of the Assigned Rights upon successfully securing the HGU are to be specified in the Shareholders Agreement between Kulim, the Vendor (collectively, Kulim and the Vendor are referred to as the Parties ) and PT WIN which will be signed in due course. The Sale Shares and the Assigned Rights shall thus constitute Kulim having all rights over 75% of the issued and paid-up share capital in PT WIN. 2.1 Background information on PT WIN PT WIN is a limited liability company incorporated under the laws of the Republic of Indonesia and domiciled in Jakarta, Indonesia, and having its registered office at Jl. Letjen. Suprapto No. 8A-B, Jakarta 10530, Indonesia with an authorised share capital of IDR25,000,000,000 divided into 25,000,000 ordinary shares of IDR1,000 each and an issued and paid up share capital of IDR6,250,000,000 divided into 6,250,000 ordinary shares of IDR1,000 each. The principal activities of PT WIN are investment holding and management consulting. As at the LPD, PT WIN Subsidiaries are as follows: Name of company Percentage Principal activities PT HBS 95.0% Plantation business PT SSR 95.0% Plantation business PT WSK 95.0% Plantation business The remaining 5% equity interests in each of the subsidiary company of PT WIN are held by PT GSB. The PT WIN Subsidiaries are companies engaged in the plantation business, with their plantation concessions located in North Barito Regency, Central Kalimantan Province (the Plantation Land ). As at the LPD, the Vendor has procured Location Permits ( Izin Lokasi ) and Plantation Business Permits ( Izin Usaha Perkebunan or IUP(s) ) for the PT WIN Subsidiaries. As at the LPD, PT WIN does not have any associate companies. As at the LPD, the Directors of PT WIN are as follows: Name Sandjojo Raden Wisik Tomo Siddi ( RWTS ) Designation Commissioner Director As at the LPD, the shareholding structure of PT WIN is as follows: Shareholders No. of Shares Percentage PT GSB 6,249, % RWTS 1, % Total 6,250, % PT WIN and its subsidiaries are newly incorporated companies and have yet to commence operations, and as such do not have historical audited financial statements. Page 2 of 8

3 2.2 Location and details of the Plantation Land The total titled area of the Plantation Land is 40,645 hectares and further details of the Plantation Land are as follows: Details PT HBS PT SSR PT WSK Block N/A N/A 1 2 Titled Area (hectares) Decree number License holder Locality Tenure Land usage Type of plant Present use Future use 10,629 14,816 6,800 8,400 The Regent of North Barito Decision No /52/2013 dated February 12, 2013 The Regent of North Barito Decision No /51/2013 dated February 12, 2013 Plantation Business Permit (IUP) The Regent of North Barito Decision No /386/2013 dated July 15, 2013 North Barito, Central Kalimantan, Republic of Indonesia 3 years Agriculture Palm Plantation Secondary/logged over forest Cultivation of oil palm Note:- N/A : Not applicable The Plantation Land is divided into two (2) main blocks, which are as follows: PT HBS and PT WSK (Block 1) plots of land are adjacent to one another; and PT SSR and PT WSK (Block 2) plots of land are adjacent to one another, each block has a total area of 17,429 hectares and 23,216 hectares respectively. 2.2 Information on the Vendor PT GSB is a limited liability company duly incorporated under the laws of the Republic of Indonesia, domiciled in Jakarta, Indonesia, and having its registered office at Jl. Letjen. Suprapto No. 8A-B, Jakarta 10530, Indonesia with an authorised share capital of IDR10,000,000,000 divided into 100,000 ordinary shares of IDR100,000 each, and issued and paid up share capital of IDR2,500,000,000 divided into 25,000 ordinary shares of IDR100,000 each. The principal activities of PT GSB are investment holding and wholesale trading. As at the LPD, the Directors of PT GSB are as follows: Name Sandjojo Winarni Saptaningrum Yohanes Priyo Prihwardono Designation President Director Director Director Page 3 of 8

4 As at the LPD, the substantial shareholders of PT GSB and their respective shareholdings are set out below: Direct Indirect Substantial shareholders No. of shares % No. of shares % Sandjojo 24, Wiria Hadinata Total 25, As at the LPD, the subsidiary companies of PT GSB are as follows: Name of company Effective equity interest (%) Principal activities PT WIN Investment holding and management consulting PT HBS Plantation business PT SSR Plantation business PT WSK Plantation business PT Pakumas Ilndo Plantation business PT Putratama Jayaraya Group ( PT PJG ) Oil and Gas Subsidiaries of PT PJG PT Arief Putratama Oil and Gas PT Kamal Putratama Oil and Gas PT Mekar Abadi Putratama Oil and Gas PT Mandiri Mekar Putratama Oil and Gas As at the LPD, the associate company of PT GSB is as follows: Name of company Effective equity interest (%) Principal activities PT Graha Prima Swara Independent music label 2.3 Basis of arriving at the Purchase Consideration The total purchase consideration of approximately USD43.44 million was arrived at on a willing buyer-willing seller basis, after taking into consideration, amongst others, the following: the market value of the Plantation Land, as appraised by Messrs Piesta Consulting, an independent registered valuer in Indonesia, using a discounted cash flow method ( Valuation Reports ); and approximately USD1,500 per hectare assuming HGU has been secured for the Plantation Land. Page 4 of 8

5 2.5 Salient terms of the CSSA The salient terms of the CSSA are as follows: The Sale Shares Consideration shall be paid in the following manner: (a) (b) A sum of USD10,000,000, being approximately 57.55% of the total Sale Shares Consideration as deposit and part payment of the total Sale Shares Consideration shall be paid upon execution of the CSSA ( Down Payment ); and A sum of USD7,375,738, being the balance Sale Shares Consideration shall be paid upon the consummation of the Sale Shares and Assigned Rights ( Closing ) and the delivery of all documents set forth in Articles 3.1 and 3.4 of the CSSA to Kulim in a form satisfactory to Kulim, at a place and time determined by the Parties, at a date no later than six (6) months after the signing of the CSSA ( Closing Date ). The CSSA is conditional upon the fulfillment of the following conditions precedent: (a) (b) (c) (d) (e) PT GSB having obtained valid Location Permits and IUPs for each of the PT WIN Subsidiaries; Kulim s satisfaction with the results of the due diligence on the PT WIN Subsidiaries; Each of the representations and warranties of PT GSB made pursuant to Article 4 (Representations and Warranties) of the CSSA being accurate in all material respects as of the Closing Date; Acquisition by PT GSB of all remaining PT WIN Shares held by RWTS; Receipt by Kulim (subject to the satisfaction of Kulim with the form and contents) of all third party approvals, consents, waivers and authorisations, amongst others, the following: (1) approvals from the shareholders of PT WIN to: (iii) waive their pre-emptive rights for the purchase of the Sale Shares; convert the corporate status of PT WIN to become a Foreign Capital Investment ( Penanaman Modal Asing or PMA ) company as the result of Kulim consummating the Sale Shares as contemplated under the CSSA; amend PT WIN s business purpose and objective to become management consulting, or such description as may be appropriate under Indonesian laws; Page 5 of 8

6 (iv) (v) cause the existing commissioners, directors and auditors to resign from their respective offices and as employees, each delivering to Kulim a letter acknowledging that the person so retiring has no claim outstanding for compensation or otherwise, to take effect on the Closing Date and appoint persons as Kulim may nominate as commissioners, directors and auditors of PT WIN; and execute the CSSA and approve the transfer of the Sale Shares, and (2) approval by the Indonesian Capital Investment Coordinating Board ( Badan Koordinasi Penanaman Modal or BKPM ) to change PT WIN and PT WIN Subsidiaries corporate status to a PMA company. (iii) (iv) (v) (vi) PT GSB agrees to use its best efforts to cause all conditions precedent to be satisfied (and remain satisfied) on the Closing Date, and not to take any action, directly or indirectly, which would have the effect of causing any of the conditions precedent not to be satisfied (or not to remain satisfied), or otherwise delaying the Closing Date. If any of the conditions precedent is not fulfilled by the Closing Date, the Parties may mutually agree to extend the period for fulfillment of the conditions precedent and the Closing Date. If PT GSB is not able to fulfill all of the conditions precedent by the Closing Date or by any extended date, then Kulim may terminate the CSSA and in such event PT GSB shall refund the Down Payment to Kulim, and the transactions contemplated in the CSSA shall be terminated. Kulim may in its discretion elect to waive any of the documents or conditions precedent set forth in Article 3 of the CSSA and proceed with the Closing. 2.6 Source of funding The Purchase Consideration for the Proposed Acquisition will be funded by a combination of internally generated funds and bank borrowings. The exact proportion of the consideration to be funded using internally generated funds and bank borrowings will be decided by the management of Kulim at a later stage. 2.7 Liabilities to be assumed Save for the additional borrowings secured to fund the Proposed Acquisition, if any, there are no liabilities, including contingent liabilities and guarantees, to be assumed by the Company arising from the Proposed Acquisition. Page 6 of 8

7 3. RATIONALE FOR AND PROSPECTS OF THE The Proposed Acquisition is consistent with Kulim's long term business plan to expand the Company's oil palm plantation land bank. The Proposed Acquisition is in furtherance to the Memorandum of Understanding signed with PT GSB on even date and allows Kulim to tap into the knowledge and expertise of the local partner who will have an effective 25% stake in PT WIN. The Proposed Acquisition is a greenfield project in Kalimantan and will enable Kulim to diversify its geographical presence into other locations suitable for the cultivation of oil palm apart from Malaysia, Papua New Guinea and the Solomon Islands. The Proposed Acquisition is expected to contribute positively to Kulim s future earnings and enhance shareholder value in the long term. 4. EFFECTS OF THE The effects of the Proposed Acquisition on Kulim s issued and paid-up share capital, substantial shareholders shareholdings, consolidated net assets ( NA ) and gearing and consolidated earnings and earnings per share ( EPS ) are set out below: 4.1 Issued and paid-up share capital and substantial shareholders shareholdings The Proposed Acquisition will not have any effect on the issued and paid-up share capital and substantial shareholders shareholdings of Kulim. 4.2 NA and gearing The Proposed Acquisition will not have any material effect on the NA and NA per share of Kulim. However, the Proposed Acquisition will increase the gearing of the Kulim Group by the quantum of external borrowings to be used to finance the Proposed Acquisition. 4.3 Earnings and EPS Moving forward, the Proposed Acquisition is expected to contribute positively to the future earnings and EPS of the Kulim Group. 5. RISK FACTORS The Board does not foresee Kulim taking on any additional material risks as a result of the Proposed Acquisition, save for the inherent risks commonly associated with the palm oil industry. These business risks may include, but are not limited to, external risks such as fluctuation in crude palm oil and palm kernel prices, changes in the world demand for edible oils and fats, threat of substitutes for palm oil products, weather conditions, availability of seedlings and changes in general economic and business conditions as well as internal risks such as pest and diseases, constraints of labour supply for plantation operations, and the rising cost of raw materials. 6. PERCENTAGE RATIOS Pursuant to Paragraph 10.02(g) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad ( Listing Requirements ), the highest percentage ratio applicable to the Proposed Acquisition is 3.60%, based on the latest audited financial statements of Kulim for the financial year ended 31 December Page 7 of 8

8 7. INTEREST OF DIRECTORS, MAJOR SHAREHOLDERS AND PERSONS CONNECTED TO THEM None of the directors and/or substantial/major shareholders of Kulim or persons connected to them have any interest, direct or indirect in the Proposed Acquisition. 8. APPROVALS REQUIRED The Proposed Acquisition is not subject to the approval of the shareholders of Kulim or any other relevant government authorities in Malaysia. However the Proposed Acquisition is subject to the approvals of relevant authorities in Indonesia and shareholders of PT WIN. The Proposed Acquisition is not conditional upon any other corporate exercise currently undertaken by Kulim. 9. DIRECTORS STATEMENT AND RECOMMENDATION The Board of Kulim, having considered all aspects of the Proposed Acquisition, including but not limited to the rationale, salient terms of the CSSA, financial effects and risks associated with the Proposed Acquisition, is of the opinion that the Proposed Acquisition is in the best interest of the Company. 10. ADVISERS RHB Investment Bank has been appointed to act as the Adviser to the Company in connection with the Proposed Acquisition. 11. ESTIMATED TIMEFRAME FOR COMPLETION Barring any unforeseen circumstances, the Acquisition of the Sale Shares and Assigned Rights are expected to be completed in the first quarter of 2014, with further progress on the issuance of the HGU to be announced in due course. 12. DOCUMENTS FOR INSPECTION The CSSA and the Valuation Reports will be available for inspection at the registered office of Kulim at Suite 12B, Level 12, Menara Ansar, 65 Jalan Trus, Johor Bahru, Johor, Malaysia during normal business hours on any working day for a period of three (3) months from the date of this announcement. This announcement is dated 3 October Page 8 of 8

TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) NON RELATED PARTY TRANSACTIONS

11/3/2016 Company Announcements Bursa Malaysia Market TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) : NON RELATED PARTY TRANSACTIONS TIEN WAH PRESS HOLDINGS BERHAD ("TWPH" OR "THE COMPANY") PROPOSED