BORNEO OIL BERHAD (Company No.: H)

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1 BORNEO OIL BERHAD (Company No.: H) (Incorporated in Malaysia under the Companies Act, 1965) RENOUNCEABLE RIGHTS ISSUE OF UP TO 2,373,841,596 NEW ORDINARY SHARES OF RM0.10 EACH IN BORNEO OIL BERHAD ("BORNOIL") ("BORNOIL SHARE(S)" OR "SHARE(S)") ("RIGHTS SHARE(S)") ON THE BASIS OF SIX (6) RIGHTS SHARES FOR EVERY ONE (1) EXISTING BORNOIL SHARE HELD, TOGETHER WITH UP TO 1,186,920,798 FREE DETACHABLE WARRANTS IN BORNOIL ("WARRANT(S) C") ON THE BASIS OF ONE (1) FREE WARRANT C FOR EVERY TWO (2) RIGHTS SHARES SUBSCRIBED FOR, AS AT 5.00 P.M. ON FRIDAY, 16 OCTOBER 2015 AT AN ISSUE PRICE OF RM0.10 PER RIGHTS SHARE Principal Adviser, Managing Underwriter and Joint Underwriter Joint Underwriters RHB Investment Bank Berhad (Company No P) (A Participating Organisation of Bursa Malaysia Securities Berhad) Kenanga Investment Bank Berhad (Company No H) (A Participating Organisation of Bursa Malaysia Securities Berhad) MIDF Amanah Investment Bank Berhad (Company No X) (A Participating Organisation of Bursa Malaysia Securities Berhad) This Abridged Prospectus is dated 16 October 2015

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23 4. IRREVOCABLE AND UNCONDITIONAL UNDERTAKINGS AND UNDERWRITING ARRANGEMENT Our Board has determined to undertake the Rights Issue with Warrants based on the Maximum Subscription Level basis after taking into consideration the level of funds that we wish to raise from the Rights Issue with Warrants, which will be channelled towards the proposed utilisation of proceeds as set out in Section 5 of this Abridged Prospectus. The substantial shareholders of Bornoil, namely Victoria Limited and Hap Seng Insurance Services Sdn Bhd ("Hap Seng Insurance") had provided their respective irrevocable and unconditional Entitlement Undertakings vide their letters dated 15 April Further, Victoria Limited had provided its irrevocable and unconditional Additional Undertaking vide its letter dated 21 September The Additional Undertaking by Victoria Limited allows Victoria Limited to subscribe for additional Shares and increase its shareholding in Bornoil (subject to the availability of the Excess Rights Shares with Warrants C, in which the excess application of Victoria Limited will be treated the same as any other shareholders of Bornoil subject to the allocation criteria as set out in Section 10.8 of this Abridged Prospectus) at a predetermined price of RM0.10 per Rights Share while observing its shareholding in Bornoil at all times to avoid triggering the obligation to undertake a mandatory take-over offer pursuant to its Additional Undertaking. A summary of the irrevocable and unconditional Entitlement Undertakings and the Additional Undertaking is set out below:- Shareholdings as at the LPD No. of Shares % Entitlement Undertakings No. of Rights Shares % *1 Additional Undertaking Total undertakings No. of Rights No. of Rights Shares % *1 Shares % *1 Victoria Limited Hap Seng Insurance 94,874, ,249, ,000, ,249, ,248, ,488, ,488, Notes:- 157,122, ,737, ,000, ,082,737, *1 Computed based on up to 2,373,841,596 Rights Shares together with up to 1,186,920,798 free Warrants C available for subscription under the Maximum Scenario. For the avoidance of doubt, the respective percentages of the Entitlement Undertakings is lower compared to the respective percentage of shareholdings of Victoria Limited and Hap Seng Insurance as the computation of the said percentages is based on the proforma enlarged issued and paid-up share capital of Bornoil assuming all the outstanding Warrants B and ESOS Options are exercised under the Maximum Scenario, and also due to both Victoria Limited and Hap Seng Insurance do not hold any Warrants B and ESOS Options as at the LPD. *2 For illustrative purpose, based on the issue price of RM0.10 per Rights Share, the funding requirements for Victoria Limited and Hap Seng Insurance pursuant to the irrevocable and unconditional Entitlement Undertakings and Additional Undertaking are set out below:- Total undertakings No. of Rights Shares Funding requirements RM Victoria Limited 709,249,400 70,924,940 Hap Seng Insurance 373,488,000 37,348,800 1,082,737, ,273,740 15

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91 7. HISTORICAL SHARE PRICES The monthly highest and lowest market prices of our Shares as traded on Bursa Securities for the past 12 months from October 2014 to September 2015 are set out below:- High RM Low RM 2014 October November December January February March April May June July August September Last transacted market price on 24 April 2015 (being the date prior to the announcement on the Rights Issue with Warrants) Last transacted market price on the LPD Last transacted price of Bornoil Shares on 12 October 2015 (being the date prior to the ex-date for the Rights Issue with Warrants) RM0.78 RM0.55 RM RM[ ] (Source: Bloomberg Finance LP) THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK 83

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Details of the Proposed Rights Issue with Warrants are set out in the ensuing sections.

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