3. SUMMARY 3.1 OVERVIEW

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1 3. SUMMARY This section is only a summary of the salient information about us and the IPO and is extracted and summarised from the full text of this Prospectus. You should read and understand this section together with the entire Prospectus before you decide to, whether or not, to invest in us. 3.1 OVERVIEW We are one of the most experienced and established upstream oil palm plantation companies in Malaysia and a subsidiary of BHB, one of Malaysia's oldest and largest diversified conglomerates. We are an investment holding company and are involved in the ownership of oil palm plantations. Through our subsidiaries, we are principally involved in the ownership and management of oil palm plantations, cultivation of oil palm and harvesting of its FFBs, and the production and sale of CPO and PK. We also sell oil palm FFBs and provide mill design and consultancy services. We are also actively involved in oil palm agricultural and agronomic research as well as commercial production of planting materials through our associate company, AA Resources. With over 100 years of plantation management experience backed by BHB's presence in the plantations business. we are one of Malaysia's most established and experienced upstream oil palm companies. Our involvement in the plantations business is carried out via our wholly-owned subsidiary. BEA, a central agency which provides a range of services such as the management of all plantation activities within our Group. plantation advisory services for oil palm and rubber crops, plantation engineering services. marketing of plantation produce and agronomics services. We own. co-own or lease a total of 42 oil palm plantation estates and 10 palm oil mills in Malaysia. We own, co-own or lease 20 plantation estates in Peninsular Malaysia, 13 in Sabah and 9 in Sarawak. We own and operate four palm oil mills in Peninsular Malaysia. four in Sabah and two in Sarawak. We cultivate oil palms and harvest its FFBs on 71,092.7 Ha of plantation estate land owned. co-owned and leased by us. These oil palm plantation estates comprise 26,680.3 Ha in Peninsular Malaysia, Ha in Sabah and 18,072.4 Ha in Sarawak. Additionally, we have planting reserve landbank and unplanted land totalling 1,753.2 Ha throughout Peninsular Malaysia. Sabah and Sarawak. We sell CPO to palm oil refineries in Malaysia, to be further processed into palm-based edible oils and oleochemicals. Our PK is sold to PK crushing plants in Malaysia for the production of PK products. We produced MT, MT and MT of CPO in the FYE 31 December 2010, 31 December 2011 and 31 December 2012, respectively and 52,795 MT, 53,608 MT and 56,059 MT of PK during the same period. In the FPE 31 July 2013, our CPO and PK production amounted to MT and 28,169 MT, respectively. Our pro forma sales revenue over the FYE 31 December 2010, 31 December 2011 and 31 December 2012 and the 7-months FPE 31 July 2013 are RM748.5 million, RM951.9 million, RM832.2 million and RM372.1 million, respectively. For detailed information on our Group. see Section 7 of this Prospectus. 7

2 3.2 COMPETITIVE STRENGTHS AND ADVANTAGES AND FUTURE PLANS AND STRATEGIES Competitive strengths and advantages (v) (vi) (vii) We are one of the most established and experienced upstream oil palm plantation companies in Malaysia with proven plantation management practices. We have oil palm plantations with a maturity and topographical profile that supports increased production. We have a highly experienced and technically strong management team. We have an experienced and committed agricultural research unit. We adhere strictly to sustainable plantation management practices. We have strong brand recognition from our association with our parent company SHB. We are well positioned to benefit from growth in the global edible oils market Future plans and strategies Consolidation and expansion of our plantation assets. Improve our operating efficiency and profitability through greater use of new planting materials. Continuous improvement in best-practice management systems. Expansion into the international market. For detailed information on our competitive strengths and advantages and future plans and strategies, see Section 7.4 and Section 7.5 of this Prospectus. respectively. (The rest of this page has been intentionally left blank) 8

3 3.3 FINANCIAL INFORMATION The financial information included in this Prospectus does not reflect our Group's results of operations, financial position and cash flow in the future and our Group's past operating results are not indicative of our Group's future operating performance. For detailed financial information relating to our Group, see Section 12 and Section 13 of this Prospectus, respectively Pro forma consolidated statements of comprehensive income The pro forma consolidated statements of comprehensive income for the FYE 31 December 2010,31 December 2011,31 December 2012 and the FPE 31 July 2013 have been prepared for illustrative purposes only to show the effects of the pro forma consolidated statements of comprehensive income on the assumption that our Group had been in existence throughout the financial years under review. The pro forma consolidated statements of comprehensive income should be read in conjunction with Section 12.2 of this Prospectus and notes to the reporting accountants' letter on the pro forma consolidated financial information set out in Section 12.4 of this Prospectus FYE 31 December 2011 Pro forma 2012 FPE 31 July Revenue Operating costs 748,482 (526,536) 221, ,851 (624,028) 327, ,215 (628,311) 203, ,514 (390,504) 134, ,079 (337,087) 34,992 Gain on disposal of plantation assets I nterest income Other income Finance costs Net unrealised fair value gain on investment in quoted Shariahcompliant securities Share of results from associates PST Income tax expense PAT ,312 (15,460) 13 5, ,707 (41,212) 188,495 7,238 21, (18,654) 66 6, ,634 (39,274) 306,360 22, (24,652) 942 4, ,386 (46,098) , (11,863) 1,542 1, ,587 (28,428) 59 9, (26,119) 603 3,218 22,898 (6,935) 1 PAT attributable to: Owners of our Company Non-controlling interests 188, , ,278 40, ,131 13, ,692 9,467 21,624 (5,661) 15,963 9

4 Company No.: 1245~M Pro forma FYE 31 December FPE EBITDA 244, , , ,057 59,385 () PBT margin (%) PAT margin (%) Basic EPS attributable to the shareholder of our Company (sen per share) Pro forma consolidated statements of financial position The pro forma consolidated statements of financial position as at 31 July 2013 has been prepared for illustrative purposes only to show the effects of the audited consolidated statements of financial position of our Group on the assumption that the Listing and the utilisation of proceeds to be raised from the IPO were effected and completed on 31 July The pro forma consolidated statements of financial position should be read in conjunction with Section 12.2 of this Prospectus and notes to the reporting accountants' letter on the pro forma consolidated financial information set out in Section 12.4 of this Prospectus. Proforma I After the BREIT Privatisation, the Disposal of Motor Vehicle Business, the Acquisition, the Partial Disposal of Balau Estate and the proposed single-tier dividend payment by BPB of approximately RM90.0 million for the FYE 31 December 2013 Pro forma II After Proforma I and after the Share Split, the Bonus Issue, the Public Issue, the Offer for Sale and the Listing Non-current assets Property, plant and equipment Biological assets Investment securities Other non-current assets Current assets Receivables Amount due from immediate holding company Amount due from related companies within BHB Cash and bank balances Other current assets Total assets Audited as at Pro forma I Pro forma II 467,628 1,392,191 1,392, ,487 1,237,525 1,237, , , , ,949 1,952,579 2,755,665 2,775,665 60,020 45,293 45, ,637 39, , ,516 [e] 42,935 51,505 51, , ,622 [e] 2,433,583 3,003,287 10

5 3. SUMMARY (Cont'd) Audited as at 31 July 2013 Proforma I Pro forma II Equity and liabilities Equity attributable to equity holders of the company Share capital 124, , ,000 Share premium 177, ,439 [e1 Fair value adjustment reserve 337,447 Other capital reserves Retained profits 870,694 1,046,237 1,510,293 1,348,389 [e] Non-controlling interests 56,014 56,014 56,014 1,566,307 1,404,403 Non-current liabilities Other non-current liabilities 19,060 19,060 19,060 Borrowings 450, , , , , ,060 Current liabilities Unsecured borrowings 288, , ,897 Amount due to holding company immediate ,871 [ 1 Amount due to related 20,549 20,549 [e] companies within BHB Other payables 87,870 94,507 94, , ,824 Total liabilities 867,276 1,598,884 Total equity and liabilities 2,433,583 3,003, Pro forma consolidated statements of cash flows The pro forma consolidated statements of cash flows for the FPE 31 July 2013 has been prepared for illustrative purposes only to show the effects of the audited consolidated statements of cash flows of our Group on the assumption that the Listing and the utilisation of proceeds to be raised from the IPO were effected and completed on 1 January The pro forma consolidated statements of cash flows should be read in conjunction with Section 12.2 of this Prospectus and notes to the reporting accountants' letter on the pro forma consolidated financial information set out in Section 12.4 of this Prospectus. Proforma I After the BREIT Privatisation, the Disposal of Motor Vehicle Business, the Partial Disposal of Balau Estate, the Acquisition, the proposed single-tier dividend payment by BPB of approximately RM90.0 million for the FYE 31 December 2013, the Share Split, the Bonus Issue, the Offer for Sale and the Listing Audited as at 31 July 2013 Cash flows from operating activities Cash receipts from customers 388,848 Cash paid to suppliers and employees (362,397) Cash generated from operations 26,451 Proforma I 386,594 (317,965) 68,629 11

6 3. SUMMARY (Cont'd) Audited as at 31 July 2013 Proforma I Tax paid (14,278) (14,278) Net cash generated from operating activities 12,173 54,351 Cash flows from investing activities Purchase of property, plant and equipment (23,638) (144,369) Purchase of biological assets (16,226) (80,092) Prlvatisation of BREIT, net of cash and cash equivalents (607,143) of BREIT Purchase of prepaid land lease (1,766) (1,766) Proceeds from disposal of property, plant and equipment ,426 Proceeds from disposal of quoted Shariah-compliant 2,736 securities Proceeds from disposal of assets held for sale 5,365 5,365 Net cash (outflow)/infiow on disposal of subsidiary (13) (20) Net cash outflow on acquisition of subsidiaries (17,572) (17,572) Dividends received 18,475 53,912 Interest received 8,640 8,760 Net cash used in investing activities (26,656) (672,763) Cash flow from financing activities Increase in revolving credits 41,500 41,500 Proceeds from the issuance of shares, net of payment of [e) estimated listing expenses of RM[e] million (Repayment)/Drawdown of term loans (12,500) 137,500 Movement in immediate holding company balance, net 38,436 [e] Movement in related companies balances, net (15,909) [e] Interest paid (19,032) (24,935) Distribution paid (152,567) Net cash generated from financing activities 32,495 [e] Net increase in cash and cash equivalents 18,012 [e] Cash and cash equivalents at the beginning of the period 2,494 2,494 Cash and cash equivalents at the end of the period 20,506 [e) Cash and cash equivalent at 31 July 2013 comprised: Cash and bank balances 6,523 [e) Short term deposits with a licensed bank 16,850 29,089 Bank overdrafts (2,867) (2,867) 20, DIVIDEND POLICY It is the policy of our Board in recommending dividends to allow shareholders to participate in our profits, as well as to retain adequate reserves for our future growth. The declaration of interim dividends and the recommendation of final dividends are subject to the discretion of our Board and any final dividend for the year is subject to our shareholders' approval. The actual dividend that our Board may recommend or declare in respect of any particular financial year or period will depend on the factors outlined below as well as any other factors deemed relevant by our Board. In considering the level of dividend payments, if any, upon recommendation by our Board, we intend to take into account various factors such as: our level of cash, gearing and return on equity and retained earnings; our expected financial performance; 12

7 our projected levels of capital expenditure and other investment plans; and our working capital requirements. It is the current intention of our Board to adopt a dividend payout ratio of at least 60% of our PAT attributable to shareholders for each financial year, after making appropriate adjustments for the profit retained by our associate companies and joint-venture companies and any unrealised income from fair value adjustments that are non-cash in nature provided that the distribution of dividends would not be detrimental to our Group's cash requirements or any plans approved by our Board. As we are a holding company, our Company's income, and therefore our ability to pay dividends, is dependent upon the dividends and other distributions we receive from our subsidiaries and associate. The payment of dividends by our subsidiaries and associates will depend upon their distributable profits, operating results, financial condition, capital expenditure plans, debt servicing and other obligations or business plans and applicable laws or agreements restricting their ability to pay dividends or make other distributions. In addition, changes in applicable accounting standards may also affect the ability of our subsidiaries, and consequently, our ability, to declare and pay dividends. No inference should be made from any of the foregoing statements as to our actual future profitability or our ability to pay dividends in the future. 3.5 DETAILS OF OUR IPO IPO Institutional Offering Institutional Offering and Retail Offering Offering of up to 163,570,500 IPO Shares (comprising up to 29,000,000 Offer Shares and up to 134,570,500 Issue Shares) at the Institutional Price, subject to the clawback and reallocation provisions, to the following: Bumiputera investors approved by the MITI; and Malaysian institutional and selected investors (other than Bumiputera investors approved by the MITI) Retail Offering Offering of up to 492,429,500 IPO Shares (comprising up to 47,000,000 Offer Shares and 445,429,500 Issue Shares) at the Retail Price, subject to the clawback and reallocation provisions, to the following: Entitled Unitholders of BREIT, pursuant to the Restricted BREIT Offering; Entitled Shareholders of BHB, pursuant to the Restricted BHB Offering; (v) eligible directors and employees of our Group and persons who have contributed to the success of our Group; eligible directors and employees of BHB and its selected subsidiaries; and Malaysian Public 13

8 The Final Retail Price to be paid by successful investors pursuant to the Retail Offering will be determined after the Institutional Price has been fixed on the Price Determination Date, and will equal the Institutional Price, subject to the Final Retail Price not exceeding the Retail Price. For detailed information relating to our IPO, see Section 4 of this Prospectus. 3.6 UTILISATION OF PROCEEDS We expect to use the total gross proceeds from the Public Issue of RM[e]* million in the following manner: Estimated timeframe for utilisation upon Details of utilisation of proceeds Listing RM in million % Acquisitions of plantation lands Within [36] months [e) [e] Replanting and capex Within [12] months [e] [e) Repayment of amounts owing to BHB Within [6] months [e] [e] Estimated fees and expenses for the IPO Within [6] months [e] [e) and the Listing Total gross proceeds [e) [e) Note: * We have assumed that the Institutional Price and the Final Retail Price will equal the Retail Price of RM[e] per Share in arriving at this figure. For detailed information relating to the utilisation of proceeds, see Section 4.8 of this Prospectus. 3.7 RISK FACTORS Our operations are subject to the legal, regulatory and business environment in Malaysia as well as in other countries that may have impact on the palm oil sector. Our operations are also subject to a number of factors, many of which are outside our control. Before making an investment decision, you should carefully consider, along with the other matters in this Prospectus, the risks and investment considerations set out below. The risks and investment considerations set out below are not an exhaustive list of the challenges that we currently face or that may develop in the future. These and other risks, whether known or unknown, may have a material adverse effect on us or our Shares Risks relating to our industry Inherent business risks in the plantation industry may affect our business. Local and international commodity prices fluctuate based primarily on local and international market conditions, and will affect the prices of CPO and PK. We face competition from other producers of palm oil and substitute oils. 14

9 Company No.: 1245~M 3. SUMMARY (Gani'd) (v) (vi) Our sales may be adversely affected by weather conditions, natural disasters and other factors that affect the production and supply of FFB. Current and future consumer trends and preferences may reduce the demand for vegetable oils, including for CPO and other palm oil~based products. We may be adversely affected by changes in the perception of the climate change costs and benefits connected with palm oil production and the use of biofuels Risks relating to our business (v) (vi) (vii) (viii) (ix) (x) (xi) We rely on foreign workers. There are legal claims on certain lands on which we operate. We may face operational disruptions arising from conflicts with local communities. Our pro forma consolidated statement of financial position, statements of comprehensive income and statement of cash flows included in this Prospectus may not accurately reflect our financial position, results of operations and cash flows. Funding, especially on terms acceptable to us, may not be available to meet our future capital needs. Our insurance coverage may not be adequate to cover all losses or liabilities that may arise in connection with our operations. We may be exposed to costs arising from compliance with environmental and health and safety regulations and may be exposed to liabilities if we fail to comply with these regulations. If we are not able to renew or maintain the approvals, licences, permits and certificates required to operate our business, this may have a material adverse effect on our business. We are controlled by BHB, whose interests may not be aligned with those of our other shareholders. We may be subject to various potential litigation risks associated with our operations. We may be subject to risks relating to any potential breach of certain land conditions involving lvialay Reserved Lands Risks relating to our Shares (v) There has been no prior market for our Shares and the offering of our Shares may not result in an active liquid market for our Shares. Our Share price may be volatile. There may be a delay in, or termination of, our Listing. We may not be able to pay dividends. We plan to use the proceeds from the Public Issue primarily for expansion of our plantation land and repayment of our loans, and you may not necessarily agree with how we use them. 15

10 (vi) (vii) Because the Retail Price and the Institutional Price are higher than our NA value per Share, purchasers of our Shares in our IPO will experience immediate and substantial dilution, and purchasers of our Shares may experience further dilution if we issue additional Shares in the future. Forward-looking statements in this Prospectus may not be accurate. For a detailed discussion on the risks associated with investing in our Company, see Section 5 of this Prospectus. (The rest of this page has been intentionally left blank) 16