appendix i information on pontian group 1. history...

APPENDIX I – INFORMATION ON PONTIAN GROUP

1. HISTORY AND PRINCIPAL ACTIVITIES Pontian was incorporated in Malaysia under the Companies Ordinance 1940 on 23 January 1952. The authorised share capital of Pontian is RM10,000,000 comprising 10,000,000 ordinary shares of RM1.00 each, of which 8,648,280 Pontian Shares have been issued and fully paid-up. Pontian is principally involved in cultivation of oil palm and investment holding. The principal activities of Pontian’s subsidiaries are investment holding, cultivation of oil palm, extraction of crude palm oil and palm kernel for sale,general insurance agency, property investment and money lending. (Source: CCM Search results dated 10 July 2012 on Pontian and audited consolidated financial statements of Pontian Group for the FYE 31 December 2011)

2. SHARE CAPITAL The authorised and issued and paid-up share capital of Pontian are as follows:-

No. of

Shares Par value

RM Amount

RM

Authorised Ordinary shares 10,000,000 1.00 10,000,000 Issued and paid-up Ordinary shares 8,648,280 1.00 8,648,280

(Source: CCM search results dated 10 July 2012 on Pontian)

3. SUBSTANTIAL SHAREHOLDERS

Based on the form of annual return of Pontian dated 02 June 2013, the shareholders of Pontian directly holding 5% or more of the voting shares in Pontian and their shareholdings are as follows:-

Name

Country of Incorporation/

Nationality

<-------Direct-------> No. of

Pontian Shares %*

Denbee Sendirian Berhad Malaysia 595,572 6.89 BJSB Malaysia 1,398,669 16.17 Lee Chin Hwa Malaysian 486,209 5.62

Note:-

* Shares with voting rights only and deemed interested by virtue of their family members’ shareholdings in Pontian

The rest of this page is intentionally left blank

APPENDIX I – INFORMATION ON PONTIAN GROUP (Cont’d)

4. BOARD AND THEIR SHAREHOLDINGS 4.1 The particulars of the Directors of Pontian and their respective shareholdings in Pontian are as

follows:-

Name Nationality

<---Direct---> <---Indirect--->

No. of Shares

%*

No. of Shares

%*

Dr Chen Man Hin Malaysian 20,550 0.24 ^981,572 11.35

Soo Lim Pang Malaysian 20,550 0.24 1,097,036 12.69 Khoo Siong Kee Malaysian 103,026 1.19 569,972 6.59 Dr Wong Shiak Sun Malaysian 24,066 0.28 173,292 2.00 Wong Loi (alternate to Dr Wong

Shiak Sun)

Malaysian 135,302 1.56 62,056 0.72

Tan Kim Hai Malaysian 102,209 1.18 389,971 4.51 Khoo Lian Fue @ Khoo Bing Sing Malaysian 316,232 3.66 407,958 4.72 Soh Lim Chang Malaysian 143,564 1.66 463,938 5.36

Chew Ah Siong Malaysian 28,500 0.33 139,134 1.61 Dr Christopher Chen Li Hsian Malaysian 20,000 0.23 ^982,122 11.36 Dr John Chen Li Tat (alternate to Dr Christopher Chen Li Hsian)

Malaysian 20,000 0.23 ^982,122 11.36

Soo Chong Veoy Malaysian 78,739 0.91 464,048 5.37

Notes:-

* Shares with voting rights only and deemed interested by virtue of their family members’ shareholdings in Pontian ^ Held via their shareholding in Denbee Sdn Bhd (Source: Directors’ report and audited financial statements of Pontian for the FYE 31 December 2012 and information from CCM as at LPD)

5. SUBSIDIARIES AND ASSOCIATED COMPANIES

Details of the subsidiaries and associated companies of Pontian are as follows:-

Name of Company Principal Activities Effective Interest

(%)

Redefined Land Sdn Bhd Investment holding and property

investment 100.00

Kilang Kelapa Sawit Pontian Sdn Bhd

Investment holding and general insurance agency

100.00

Bangsan Sdn Bhd Investment holding 100.00


Name of Company Principal Activities Effective Interest

(%)

Sabahanya Plantations Sdn Bhd Investment holding and cultivation of oil palm

100.00

Malacca Plantation Sdn Bhd Investment holding and cultivation of oil

palm 34.33

Pontian Fico Plantations Sdn Bhd Investment holding, cultivation of oil palm

and extraction of crude palm oil and palm kernel for sale

78.33

Pontian Orico Plantations Sdn Bhd

Cultivation of oil palm 78.33

Pontian Pendirosa Plantations Sdn Bhd


Pontian Materis Plantations Sdn Bhd


Pontian Hillco Plantations Sdn Bhd


Pontian Subok Plantatons Sdn Bhd


Subsidiaries of Sabahanya Plantations Sdn Bhd

Rawajaya Sdn Bhd Cultivation of oil palm 100.00 Blossom Plantations Sdn Bhd Cultivation of oil palm 100.00 Subsidiaries of Malacca Plantation Sdn Bhd

Kim Ban Heng Enterprises Sendirian Berhad

Cultivation of oil palm, general insurance agency, property and investment holding and money lending

34.33

Note:-

(1) Pontian considers Malacca Plantation Sdn Bhd as a subsidiary by virtue of its power to cast the majority of votes

at meetings of the board of directors. (Source: Audited consolidated financial statements of Pontian Group for the FYE 31 December 2012)


6. PROFIT AND DIVIDEND RECORD

The table below shows a summary of the profit and dividend record of the Pontian Group, based on the audited consolidated financial statements for the past five (5) FYEs 31 December 2008 to 2012 and the unaudited management financial statements for the period ended 30 June 2013.

<-------------- Audited 31 December -------------- Unaudited FPE

30 June 2013

2008 2009 2010 2011 2012 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

Revenue 260,243 180,847 248,273 262,177 174,956 103,689 Cost of sales (140,928) (120,270) (144,829) (138,487) (106,530) (70,408)

Gross Profit 119,495 60,577 103,444 123,690 68,426 33,281 Other Income 3,479 12,385 4,313 6,490 8557 3,243 Replanting expenditure (4,773) (4,417) (7,252) (4,171) (5,089) (1,273) Administrative expenses (5,868) (4,366) (7,010) (7,270) (6,842) (4,695) Other operating expenses

(9,258) (56) (5,753) (3,651) (1,910) -

Finance costs (7) - - - - -

PBT 103,068 64,123 87,742 115,088 63,142 30,556 Taxation (29,171) (13,393) (23,131) (30,644) (16,791) -

PAT 73,897 50,730 64,429 84,444 46,351 30,556

Total profit attributable to:-

Owners of Pontian 61,385 42,023 53,677 71,682 39,484 24,689 Non-controlling interests 12,512 8,707 10,752 12,762 6,867 5,867

73,897 50,730 64,429 84,444 46,351 30,556

No. of Pontian Shares in issue (‘000)

8,648 8,648 8,648 8,648 8,648 8,648

EPS (RM)

7.10 4.86 6.21 8.29 4.57 2.85

Equity attributable to equity holders of Pontian/ NA (RM’000)

251,356 285,596 329,867 388,361 414,008 431,778

NA per share (RM)

29.07 33.02 38.14 44.91 47.87 49.93

Gross dividend per share (RM)

1.60 1.20 1.45 1.59 1.60 0.80

(Source: Audited consolidated financial statements of Pontian Group for the FYE 31 December 2008 to FYE 31 December 2012 )



7. STATEMENT OF ASSETS AND LIABILITIES

The statement of assets and liabilities based on the audited consolidated financial statements of Pontian Group as at 31 December 2011 and 31 December 2012 and the unaudited management financial statements for the period ended 30 June 2013 is as follows:-

<---Audited 31 December---> Unaudited FPE

30 June 2013

2011 2012

RM’000 RM’000 RM’000

ASSETS Non-current assets Property, plant and equipment 230,912 218,973 214,342 Other investments 6,470 7,795 7,795

Total non-current assets 237,382 226,768 222,137

Inventories 13,363 26,362 5,840 Trade receivables and other receivables

9,501 4,243 4,353

Current tax assets 10,381 17,897 19,489

Cash and cash equivalents 228,778 256,030 295,436

Total current assets 262,023 304,532 325,118

TOTAL ASSETS 499,405 531,300 547,255

EQUITY AND LIABILITIES

Share capital 8,648 8,648 8,648 Reserves 379,713 405,360 423,130

Equity attributable to owners of Pontian

388,361

414,008

431,778

Non-controlling interests 73,148 77,627 81,917

TOTAL EQUITY 461,509 491,635 513,695

LIABILITIES Non-current liabilities - - - Deferred tax liabilities 19,370 20,661 20,661

Total non-current liabilities 19,370 20,661 20,661 Trade payables and other payables 17,626 18,880 12,894 Current tax liabilities 900 124 5

Total current liabilities 18,526 19,004 12,899

TOTAL LIABILITIES 37,896 39,665 33,560

TOTAL EQUITY AND LIABILITES 499,405 531,300 547,255

(Source: Audited consolidated financial statements of Pontian Group for the FYE 31 December 2008 to FYE 31 December 2012 the unaudited management financial statements of Pontian Group for the period ended 30 June 2013)


APPENDIX II – INFORMATION ON FGV

The information in this Appendix has been extracted from the Offer Document. The responsibility of Pontian and the Board is limited to ensuring that such information has been accurately reproduced from the Offer Document. 1. HISTORY AND PRINCIPAL ACTIVITIES

FGV was incorporated in Malaysia on 19 December 2007 under the Act as a private limited company. On 28 June 2012, FGV was listed on the Main Market of Bursa Securities. The principal activites of FGV is an investment holding company with investments primarily in oil palm plantation and its related downstream activities, sugar refining, manufacturing, logistics and others.

2. SHARE CAPITAL The authorised and issued and paid-up share capital of FGV as at LPD are as follows:-

No. of FGV shares Par value (RM)

Amount (RM)

Authorised Ordinary shares 4,000,000,000 1.00 4,000,000,000 Special share 1 1.00 1

Issued and paid-up Ordinary shares 3,648,151,500 1.00 3,648,151,500 Special share 1 1.00 1

3. SUBSTANTIAL SHAREHOLDERS The substantial shareholders of FGV and their shareholdings as at LPD are as follows:-

Name

Nationality/ Country of

Incorporation

<------Direct------> <-----Indirect---->

No. of FGV shares %

No. of FGV shares %

Federal Land Development Authority (“FELDA”)

Malaysia 729,629,800 20.00 680,722,800(1) 18.66

Felda Asset Holdings Company Sdn Bhd

Malaysia 680,722,800 18.66 - -

Lembaga Tabung Haji Malaysia 283,915,100 7.79 - -

Employee Provident Fund Board

Malaysia 307,552,770 8.43 - -

Kumpulan Wang Persaraan (Diperbadankan)

Malaysia 253,755,700 6.96 - -

Kerajaan Negeri Pahang

Malaysia 182,407,575 5.00 - -

APPENDIX II – INFORMATION ON FGV (Cont’d)

Notes:- (1) Deemed interested by virtue of its shareholding in Felda Asset Holdings Company Sdn Bhd pursuant to

Section 6A of the Act.

4. DIRECTORS

The particulars of the Directors of FGV and their respective shareholdings in FGV as at LPD are as follows:-

Name

Nationality

<---------No. of FGV shares held------->

Direct % Indirect %

Tan Sri Haji Mohd Isa Dato’ Haji Abdul Samad

Malaysian 180,000 * - -

Tan Sri Dato’ Sri Dr. Wan

Abdul Aziz Wan Abdullah

Malaysian 150,000 * - -

Datuk Dr. Omar Salim Malaysian 150,000 * - - Datuk Shahril Ridza Ridzuan Malaysian - - - - Dato’ Yahaya Abd Jabar Malaysian 150,000 * - -

Dato’ Paduka Ismee Ismail Malaysian - - - - Tan Sri Dato’ Sabri Ahmad Malaysian 180,000 * - -

Mohd Emir Mavani Abdullah Malaysian 150,000 * - - Datuk Nozirah Bahari Malaysian 150,000 * - - Datuk Noor Ehsanuddin bin Haji Mohd Harun Narrashid

Malaysian 150,000 * - -

Notes:- * Less than 0.01%



5. SUBSIDIARIES, ASSOCIATED COMPANIES AND JOINTLY-CONTROLLED ENTITIES

As at LPD, the subsidiaries, associate companies and jointly-controlled entities of FGV are as follows:-

(a) Subsidiaries of FGV

Name of Company

Country of Incorporation

Effective Shareholding

(%)

Principal Activities

Felda Global Ventures Indonesia Sdn Bhd

Malaysia 100.0 Investment holding

Felda Global Ventures Sugar Sdn Bhd


Felda Global Ventures Perlis

Sdn Bhd

Malaysia 100.0 Holding of investment

property Felda Global Ventures India Sdn Bhd

Malaysia 100.0 Dormant

FGV USA Properties, Inc United States

of America 100.0 Operator of residential

real estate in USA

Felda Global Ventures Livestock Sdn Bhd


MSM Malaysia Holdings Berhad


Felda Global Ventures Downstream Sdn Bhd


Felda Global Ventures Plantations Sdn Bhd


Felda Global Ventures Shared Service Centre Sdn Bhd

Malaysia 100.0 Provision of shared services

Felda Global Ventures Research & Development Sdn Bhd


Malayan Sugar Manufacturing Company Berhad (i)

Malaysia 51.0 Sugar refining, sales and marketing of refined sugar product

Kilang Gula Felda Perlis Sendirian Berhad (i)

Malaysia 51.0 Sugar refining, sales and marketing of refined sugar product and planting of rubber and oil palm

Astakonas Sdn Bhd (i) Malaysia 51.0 Provision of lorry

transportation services


Name of Company



(%)


MSM Properties Sdn Bhd (i) Malaysia 51.0 Under liquidation Felda Global Ventures North America Sdn Bhd (ii)


Twin Rivers Technologies Holdings, Inc. (iii)

United States of America

100.0 Investment holding

Twin Rivers Technologies Holdings Enterprise De Transformation De Graines Oleagineuses (iii)

Canada 100.0 Investment holding

Felda Global Ventures North America U.S., Llc (iii)


- Provision of treasury services

Twin Rivers Technologies Manufacturing Corporation (iv)


100.0 Procurement, processing and supply of fatty acids

Twin Rivers Technologies US, Inc. (iv)


- Investment holding

Twin Rivers Technologies Enterprise De Transformation De Graines Oleagineuses Du Quebec Inc (v)

Canada 100.0 Processing canola seed and soybean and its related by products on behalf of a jointly controlled entity

Fore River Transportation

Corporation (vi)

United States

of America

100.0 Operation,

management and maintenance of a railroad service

Felda Global Ventures Plantations (Malaysia) Sdn Bhd (vii)

Malaysia 100.0 Production of fresh fruit bunches, rubber cup-lump, commodity trading, management of plantation estates and other biological assets

Felda Global Ventures Kalimantan Sdn Bhd (vii)


PT. Citra Niaga Perkasa (viii) Indonesia 95.0 Oil palm plantation FGV Investment (L) Pte Ltd Malaysia 100.0 Investment holding FGV Myanmar (L) Pte Ltd (ix) Malaysia 100.0 Investment holding FGV Biotechnologies Sdn Bhd

Malaysia 100.0 Biodiesel activities

Felda Global Ventures Capital Sdn Bhd

Malaysia 100.0 Treasury services


Notes:- (i) Held through MSM Malaysia Holdings Berhad (ii) Held through Felda Global Ventures Downstream Sdn Bhd (iii) Held through Felda Global Ventures North America Sdn Bhd (iv) Held through Twin Rivers Technologies Holding, Inc (v) Held through Twin Rivers Technologies Holdings Enterprise De Transformation De Graines Oleagineuses Du

Quebec Ulc. (vi) Held through Twin River Technologies Manufacturing Corporation (vii) Held through Felda Global Ventures Plantations Sdn Bhd (viii) Held through Felda Global Ventures Kalimantan Sdn Bhd (ix) Held through FGV Investment (L) Pte Ltd

(b) Associated Company of FGV

Associate



(%)


Felda Holdings Bhd Malaysia 49.0 Investment holding and

provision for support

services

(c) Jointly-Controlled Entities of FGV

Jointly-Controlled Entities



(%)


Felda Iffco Sdn Bhd Malaysia 50.0 Refining, processing

and packing of palm oil based products

Felda Iffcoallana Malaysia Sdn Bhd


Trurich Resources Sdn Bhd Malaysia 50.0 Developing and

establishing commercial oil palm plantation operations

Bunge ETGO G.P. (i) Canada 49.0 Sole general partner of

Bunge ETGO L.P. including having management and control of the partnership

Bunge ETGO L.P. (i) Canada 49.0 Originating oilseeds,

causing such oilseeds to be-processed, marketing the resulting oil, meals, hulls and other by –products from such processing



Note:- (i) Pursuant to the Joint Venture Termination Agreement dated 28 June 2013 made between Bunge Ventures

Canada L.P. (“Bunge”), Twin Rivers Technologies Enterprises De Transformation De Graines Oleagineuses Du Quebec Inc (“TRT ETGO Inc.”), Bunge ETGO L.P. and Bunge ETGO GP Inc./Commandite Bunge ETGO Inc. (“Bunge ETGO GP Inc.”), Twin Rivers Technologies Holdings Enterprises De Transformation De Graines Oleagineuses Du Quebec Inc (“TRT Holdings ETGO Inc”) and Bunge Canada, the parties intend to dissolve Bunge ETGO L.P. by 30 November 2013. Upon dissolution of Bunge ETGO L.P., TRT ETGO Inc shall sell all of its shares in Bunge ETGO GP Inc. to Bunge.

6. PROFIT AND DIVIDEND RECORD

The table below shows a summary of the profit and dividend record of the FGV Group, based on the proforma audited financial statements for the FYE 31 December 2009 to 31 December 2010, audited financial statements for the FYE 31 December 2011 to 31 December 2012 and the unaudited financial period ended (“FPE”) 31 March 2013.

---- Proforma (i) ---- ----- Audited ------ Unaudited

2009

2010

(Restated) 2011

2012

3-month FPE

31 March 2013

RM’000 RM’000 RM’000 RM’000 RM’000

Revenue 2,880,343 5,804,601 7,453,077 12,886,499 2,682,208

PBT 468,362 1,184,391 1,904,787 1,126,220 218,513 Taxation (ii) (35,494) (255,024) (504,540) (221,162) (51,456)

Profit from continuing operations 432,868 929,367 1,400,247 905,058

167,057

Loss from discontinued operations (139,297) - - -

-

PAT 293,571 929,367 1,400,247 905,058 167,057

Attributable to : Equity holders of FGV 322,297 932,011 1,327,764 805,953 136,716 Non-controlling interests

(28,726) (2,644) 72,483 99,105

30,341

293,571 929,367 1,400,247 905,058 167,057

No. of FGV Shares in issue (‘000)

3,648,152

3,648,152

1,767,612

3,648,152

3,648,152

EPS (sen) 8.8 25.5 75.1 22.1 3.7 NA (RM’000) 5,007,505 5,151,458 5,615,263 6,102,364 6,247,901

Dividend per share (sen)

- - - 14 -

NA per share (RM)* 137.3 141.2 317.7 167.3 171.3

Notes: (i) As extracted from the FGV’s prospectus dated 2 August 2013 (ii) Including zakat where applicable


7. STATEMENT OF ASSETS AND LIABILITIES The statement of assets and liabilities based on the audited financial statements of FGV Group as at 31 December 2011 and 31 December 2012, and the unaudited financial statements as at 31 March 2013 are as follows:-

--------- Audited --------- Unaudited (Restated) 31 December

2011 31 December

2012 31 March

2013 RM‘000 RM‘000 RM‘000

ASSETS Non-Current Assets Property, plant and equipment 1,697,026 1,683,316 1,699,475 Investment properties - 40,378 1,648 Intangible assets 662,686 707,099 704,818 Interests in associates 2,388,197 2,386,306 1,904,074

Interests in jointly controlled entities 349,353 333,577 336,919 Prepaid lease payments 785 715 698 Loan due from other related company 17,090 - - Receivables - 8,198 8,198 Amount due from jointly controlled entity

45,520

-

-

Biological assets 1,858,842 1,864,224 1,868,413

Deferred tax assets 41,998 1,479,710 1,478,159

Total Non-Current Assets 7,061,497 8,503,523 8,002,402

Current Assets Inventories 430,793 597,667 563,405 Biological assets 44,522 41,662 42,074 Receivables 403,581 742,765 449,394 Amount due from a significant shareholder

-

73,091

57,172

Amount due from jointly controlled entity

-

318,224

317,967

Amount due from other related companies

4,118

503,650

777,473

Tax recoverable 21,729 23,217 46,706 Loan due from other related company 10,836 - - Derivative financial assets 2,842 5,189 930 Cash and bank balances 1,778,130 5,688,372 6,232,184

Total Current Assets 2,696,551 7,993,837 8,487,305 Assets held for sale - 1,941 39,342

2,696,551 7,995,778 8,526,647

TOTAL ASSETS 9,758,048 16,499,301 16,529,049


--------- Audited --------- Unaudited (Restated) 31 December

2011 31 December

2012 31 March

2013 RM‘000 RM‘000 RM‘000

EQUITY AND LIABILITIES Capital and Reserves Share capital 1,767,612 3,648,152 3,648,152 Redeemable preference shares 9,005 - - Share premium 881,783 3,371,685 3,371,685 Foreign exchange reserve (60,608) (84,016) (80,670) Reorganisation reserve 2,347,742 (2,088,969) (2,088,969) Available for sale reserves 33,526 20,027 25,490 Capital redemption reserves 1,047 10,052 10,052 Other reserves 33,615 33,615 33,615 Retained earnings 601,541 1,191,818 1,328,546

Equity attributable to equity holders of FGV

5,615,263

6,102,364

6,247,901

Non-controlling interests 823,362 857,815 888,159 TOTAL EQUITY 6,438,625 6,960,179 7,136,060

Non-Current liabilities Borrowings 40,518 509 383 Loan due to a significant shareholder 1,835,000 1,620,714 1,620,714 Land lease agreement liability - 5,167,831 5,183,104 Provisions 4,427 4,500 4,617 Provision for defined benefit plan 492 19,429 19,429 Deferred tax liability 154,782 91,461 90,030

Total Non-Current Liabilities 2,035,219 6,904,444 6,918,277

Current liabilities Payables 247,955 348,688 303,478 Loan due to significant shareholder 5,448 219,557 233,933 Amount due to a significant shareholder

-

93,826

85,278

Amount due to an associate 21 69,510 11,609 Amount due to jointly controlled entity 35,091 - - Amount due to other related companies

217,699

755,023

893,067

Derivative financial liabilities - 1,668 2,078 Borrowings 761,974 599,160 429,495 Provisions 1,738 412 309 Current tax liabilities 14,278 49,896 10,163 Land lease agreement liability - 496,938 505,302

Total Current Liabilities 1,284,204 2,634,678 2,474,712 TOTAL LIABILITIES 3,319,423 9,539,122 9,392,989 TOTAL EQUITY AND LIABILITY 9,758,048 16,499,301 16,529,049

APPENDIX III – DISCLOSURE OF INTEREST

1. Disclosure or Dealings of Interest in the Shares of Pontian (As extracted from Appendix IV of the Offer Document)

1.1 Disclosure of Interest in the Share of Pontian

(a) By the Offeror

As at LPD, the Offeror does not have any interest, whether direct or indirect in the shares of Pontian.

(b) By the Directors of the Offeror

As at LPD, the Directors of the Offeror as set out in Section 4 of Appendix IV of the Offer Document do not have any interest, whether direct or indirect in the shares of Pontian.

(c) By Persons Who Have Irrevocably Committed to Accept the Offer As at LPD, save as disclosed below, the Offeror have not received and irrevocable undertaking from any other Holders of the Offer Shares to accept the Offer. The interests in Pontian of the persons who have irrevocably committed to accept the Offer as at LPD is as follows:-

Name No. of Pontian Shares held %^

Bisa Jaya Sdn Bhd 1,398,669 16.17 Chin Leong Thye Sdn Bhd 57,321 0.66 Lee Chin Hwa 472,552 5.46 Lee Min Huat 112,099 1.30 Lee Sep Plan 4,000 0.05 Lee Ming Keong 15,000 0.17 Total 2,059,641 23.81

^ Based on 8,648,280 Pontian Shares

1.2 Dealings in the Share of Pontian

(a) By the Offeror and its Directors

FGV and its Directors, whose name are set out in Section 4 of Appendix IV of the Offer Document, have not dealt in Pontian Shares during the period commencing six (6) months before 18 July 2013, being the date of Notice and ending on the LPD.

(b) By Persons Who Have Irrevocably Committed to Accept the Offer As at LPD, save as disclosed below, the following parties have not dealt in any Pontian Shares during the period commencing six (6) months before 18 July 2013, being the date of the Notice and ending on the LPD:-

Name Nature of

transaction

No. of Pontian

Shares held

Average price per

Pontian Share (RM)

Chin Leong Thye Sdn Bhd Disposal of

Pontian Shares 23,759 90

Lee Chin Hwa Disposal of Pontian Shares

346,000 90


2. Disclosure or Dealings of Interest By Pontian

2.1 Disclosure of Interest in the Shares of FGV

(a) By Pontian As at LPD, Pontian does not have any interest, whether direct or indirect in FGV shares or securities which are convertible to FGV shares.

(b) By the Directors of Pontian

As at LPD, save as disclosed below, the Directors of Pontian does not have any interest, whether direct or indirect in FGV shares or securities which are convertible to FGV shares.

Name Nationality <---Direct---> <---Indirect--->

No. of Shares

%*

No. of Shares

%*

Tan Kim Hai Malaysian - - 5,000 ^(1)

Note:- * Computed based on 3,648,151,500 of paid up shares in FGV ^ Less than 0.01%. (1) Shares with voting rights only and deemed interested by virtue of his family members’ shareholdings in

Pontian

2.2 Dealings in FGV Shares (a) By Pontian

Pontian has not dealt, directly or indirectly in FGV Shares or securities which are convertible to FGV Shares during the six (6) months period prior to the commencement of the Offer Period up to the LPD.

(b) By the Directors of Pontian

The Directors of Pontian have not dealt in FGV Shares or securities which are convertible to FGV Shares during the period commencing six (6) months period prior to the commencement of the Offer Period up to the LPD. Name/

Date of dealing

Nature of

transaction

No. of Pontian

Shares held

Average price per

Pontian Share (RM)

Tan Geok Lan (sister of Tan Kim Hai)/

19 July 2013 Purchase of FGV Shares from Open Market

5,000 4.51


2.3 Dealings in Pontian Shares

Save as disclosed below, none of the other Directors have dealt directly or indirectly in

Pontian Shares or securities which are convertible into Pontian Shares during the six (6) months period prior to the commencement of the Offer Period up to the LPD.

Name/

Date of dealing

Nature of

transaction

No. of Pontian

Shares held

Average price per

Pontian Share (RM)

Khoo Siong Kee/ 16 March 2013 Purchase of

Pontian Shares from off market

9,000 40

Dr Chen Man Hin/ 23 July 2013 Purchase of

Pontian Shares

from off market

346,000(1) 40

Dr Christopher Chen Li Hsian/

23 July 2013 Purchase of Pontian Shares from off market

346,000(1) 40

Dr John Chen Li Tat (alternate to Dr Christopher Chen Li Hsian)/

23 July 2013 Purchase of Pontian Shares

from off market

346,000(1) 40

Soo Lim Pang/ 19 August 2013 Purchase of

Pontian Shares from off market

6,000(2) 140

Note:- (1) Held through Denbee Sdn Bhd (2) Held through Soo Lim Pang Realty Sdn Bhd


3. Conflict of Interest (As extracted from Appendix IV of the Offer Document) There is no deemed conflict of interest situation arising from the Offer which is required to be disclosed under Section 1.2 of Practise Note 12 of the Code where:-

Conflict of Interest Name

(a) a person is a common director of the Offeror and/ or Pontian None

(b) a director of Pontian has more than 20% voting shares or voting rights in the Offeror, or a director of the Offeror ha more than 20% voting shares or voting rights in Pontian, held either directly or

indirectly

None

(c) there is across-holding of more than 20% of the voting shares or voting rights between the Offeror and / or Pontian; and

None

(d) a person holds more than 20% voting shares or voting rights in the Offeror and Pontian.

None

4. General Disclosure (As extracted from Appendix IV of the Offer Document) (a) As at LPD, the Offeror has not entered into any option to acquire any additional Offer

Shares.

(b) As at LPD, no ongoing negotiations exist between the Offeror and any person(s) with respect to the Offer Shares.

(c) As at LPD, save as disclosed in Section 1.1(c) of Appendix VI of the Offer Document,

there is no agreement, arrangement or understanding that exists between the Offeror and any of the Directors or past Directors of Pontian (such person who was, during the period of six (6) months immediately prior to the beginning of the Offer Period, a director), Holders or past holders of voting shares in Pontian (such person who was, during the period of six (6) months immediately prior to the beginning of the Offer Period, a holder of voting shares) having any connection with or dependence upon the Offer.

(d) As at LPD, there is no agreement, arrangement or understanding entered into by the

Offeror whereby any Offer Shares acquired pursuant to the Offer will be transferred to any other person(s) within a foreseeable period from the date of the Offer Document.

(e) All acceptances shall be for the account of FGV and may be subsequently varied/

transferred amongst its nominees, if any, after the closing of the Offer.

APPENDIX IV – FURTHER INFORMATION

1. DIRECTORS’ & UHY’S RESPONSIBILITY STATEMENT This IAC has been seen and approved by the Directors of Pontian and they have individually and collectively accept full responsibility for the accuracy of the information relating to Pontian

in this IAC except for the contents of UHY’s advice as contained in Part B of this IAC, and confirm that, after having made all reasonable enquiries, and to the best of their knowledge and belief, there are no other material facts the omission of which will make any statement in this IAC false or misleading. The responsibility of the Board in relation to the information on the Offeror, PACs and the Offer that are reproduced from the Offer Document, is limited to ensuring that such

information is accurately reproduced in this IAC. 2. MATERIAL COMMITMENTS

As at the LPD, there are no other material commitments entered into by Pontian and its subsidiaries that has a material effect on the business or financial position of Pontian or its subsidiaries.

3. MATERIAL CONTRACTS

3.1 Material Contract of Pontian

Save for the following, as at LPD, Pontian has not entered into any material contracts, not being contracts entered into by Pontian in the ordinary course of business, during the two (2) years immediately preceding LPD. (a) Construction Agreement dated 30 August 2012

Agreement dated 30 August 2012 between Pontian, the employer and the contractor Yun Hap Enterprise Sdn Bhd amounting to RM1,737,180.00 to build 32 labour quarters, 1 bungalow and 1 of surau at Pontian Malacca, Hillco and Materis oil palm estates. The construction was completed in 26 May 2013.

(b) Construction Agreement dated 30 August 2012 Agreement dated 30 August 2012 between Pontian, the employer and the contractor Syarikat Willy Contractor (Sabah) Sdn Bhd amounting to RM2,161,100.00 to build 40 labour quarters, 1 surau and 1 chapel at Fico and Subok oil palm estates. The construction was completed in 30 May 2013.

(c) Construction Agreement dated 26 August 2011 Agreement dated 26 August 2011 between Pontian, the employer and the contractor Syarikat Willy Contractor (Sabah) Sdn Bhd amounting to RM1,426,237.92 to build 8 labour quarters, 3 bungalows and 3 fertilizer stores at its Fico oil mill, Orico, Fico, Subok and Pendirosa oil palm estates. The construction was completed in 26 February 2012.


3.2 Material Contracts of FGV (As extracted from Section 6 of Appendix VI of the Offer

Document) Save for the following, as at LPD, the Offeror has not entered into any material contracts, not being contracts entered into by the Offeror in the ordinary course of business, during the two (2) years immediately preceding LPD. (a) Retail Underwriting Agreement dated 28 May 2012

Agreement dated 28 May 2012 between the Offeror, FELDA, the joint managing underwriters and the joint underwriters for the underwriting of the 273,611 000 issue shares under the retail offering in relation to the initial public offering of up to 2,188,890,900 ordinary shares of RM1.00 each in FGV in conjunction with the listing and quotation for the entire 3,648,151,500 ordinary shares of RMI.00 each in FGV (“IPO”) at a managing underwriting and underwriting commission of 1 .65% of the value of the retail offering (being the number of underwritten issue shares multiplied by the retail price).

(b) Master Cornerstone Placing Agreements both dated 25 May 2012

Agreements both dated 25 May 2012 (for the domestic and international cornerstone process, respectively) between FGV, FELDA and the joint bookrunners on the one part and Asia Fountain Investment Company Limited, FIL Investment Management (Hong Kong) Limited acting as professional fiduciary for certain accounts, Guoline Capital Limited, Qatar Holding LLC, certain investment or collective investment(s) and/or managed account(s) managed or advised by Value Partners Hong Kong Limited or its subsidiary, Employees Provident Fund Board, Permodalan Nasional Berhad, Lembaga Tabung Haji, Kumpulan Wang Persaraan (Diperbadankan), American International Assurance Bhd, CMY Capital Sdn Bhd and Hong Leong Foundation on the other part, under which the cornerstone investors agree to purchase an aggregate of 723,500,000 FGV shares, representing approximately 19.83% of the issued and paid-up share capital of FGV, pursuant to the institutional offering at RM4.65 per FGV share or the institutional price, whichever is lower in relation to the IPO.

(c) JV Partner Investment Agreement dated 14 May 2012

Agreement dated 14 May 2012 between FGV, FELDA and Louis Dreyfus Commodities Asia under which Louis Dreyfus Commodities Asia agrees to purchase such number of offer shares representing 2.5% of FGV’s enlarged issued and paid-up share capital immediately following the IPO. This Agreement is conditional upon the terms and conditions as stipulated therein the agreement, including the execution 01 the transaction documents in relation to the trading joint venture and the downstream framework.

(d) Undertaking letters and lock-up letters with the respective State governments

The Chief Minister’s Office of Pahang pursuant to an undertaking letter and lock-up letter both dated 28 May 2012, the State Secretary Office of Sabah pursuant to an undertaking letter dated 23 May 2012 and lock-up letter dated 28 May 2012, the Yayasan Islam Terengganu pursuant to an undertaking letter dated 17 May 2012 and lock-up letter dated 29 May 2012, the State Finance Office of Negeri Sembilan pursuant to an undertaking letter and lock-up letter dated 28 May 2012 and the State Finance Office of Perak pursuant to an undertaking letter and lock-up letter both dated 28 May 2012 had agreed to subscribe for an aggregate of 395,609,641 FGV shares representing 10.84% of the enlarged issued and paid-up share capital of FGV offered as part of the institutional offering at the institutional price in relation to the IP0.

(e) Lock-up Agreement dated 23 May 2012

FGV and FELDA, respectively had on 23 May 2012 entered into a lock-up agreement with CIMB Investment Bank Berhad, Deutsche Bank AG, J.P Morgan Securities Ltd Maybank Investment Bank Berhad and Morgan Stanley & Co. International, PLC (a the joint bookrunners) whereby FIL Investment Management (Hong Kong) Limited acting as the lock-up party, had agreed to the lock-up restrictions imposed on FGV’ shares to be listed pursuant to the IPO (or any interest therein) for the period commencing from the date of the lock-up agreements until the date falling 180 days after the date of the listing of FGV.


(f) Lock-up Agreement dated 22 May 2012

FGV and FELDA, respectively had on 22 May 2012 entered into a lock-up agreement with CIMB Investment Bank Berhad, Deutsche Bank AG, J.P Morgan Securities Ltd Maybank Investment Bank Berhad and Morgan Stanley & Co. International, PLC (a the joint bookrunners) whereby Qatar Holding LLC acting as the lock-up party, had agreed to the lock-up restrictions imposed on FGV’s shares pursuant to the IPO (or any interest therein) for the period commencing from the date of the lock-up agreements until the date falling 180 days after the date of the listing of FGV.

(g) Lock-up Agreement dated 23 May 2012

FGV and FELDA, respectively had on 23 May 2012 entered into a lock-up agreement with CIMB Investment Bank Berhad, Deutsche Bank AG, J.P Morgan Securities Ltd, Maybank Investment Bank Berhad and Morgan Stanley & Co. International, PLC (as the joint bookrunners) whereby Guoline Capital Limited acting as the lock-up party, had agreed to the lock-up restrictions imposed on FGV’s shares to be listed pursuant to the IPO (or any interest therein) for the period commencing from the date of the lock-up agreements until the date falling 180 days after the date of the listing of FGV.

(h) Lock-up Agreement dated 24 May 2012

FGV and FELDA, respectively had on 24 May 2012 entered into a lock-up agreement with CIMB Investment Bank Berhad, Deutsche Bank AG, J.P Morgan Securities Ltd Maybank Investment Bank Berhad and Morgan Stanley & Co. International, PLC (a the joint bookrunners) whereby Asia Fountain Investment Company Limited acting as the lock-up party, had agreed to the lock-up restrictions imposed on FGV’s shares to be listed pursuant to the IPO (or any interest therein) for the period commencing from the date of the lock-up agreements until the date falling 180 days after the date of the listing of FGV.

(i) Lock-up Agreement dated 21 May 2012

FGV and FELDA, respectively had on 21 May 2012 entered into a lock-up agreement with CIMB Investment Bank Berhad, Deutsche Bank AG, J.P Morgan Securities Ltd Maybank Investment Bank Berhad and Morgan Stanley & Co. International, PLC (a the joint bookrunners) whereby Hong Leong Foundation acting as the lock-up party had agreed to the lock-up restrictions imposed on FGV’s shares to be listed pursuant to the IPO (or any interest therein) for the period commencing from the date of the lock-up agreements until the date falling 180 days after the date of the listing of FGV.

(j) Lock-up Agreement dated 21 May 2012 FGV and FELDA, respectively had on 21 May 2012 entered into a lock-up agreement with CIMB Investment Bank Berhad, Deutsche Bank AG, J.P Morgan Securities Ltd Maybank Investment Bank Berhad and Morgan Stanley & Co. International, PLC (a the joint bookrunners) whereby American International Assurance Bhd acting as the lock-up party, had agreed to the lock-up restrictions imposed on FGV’s shares to be listed pursuant to the IPO (or any interest therein) for the period commencing from the date of the lock-up agreements until the date falling 180 days after the date of the listing of FGV.

(k) Lock-up Agreement dated 22 May 2012

FGV and FELDA, respectively had on 22 May 2012 entered into a lock-up agreement with CIMB Investment Bank Berhad, Deutsche Bank AG, J.P Morgan Securities Ltd Maybank Investment Bank Berhad and Morgan Stanley & Co. International, PLC (a the joint bookrunners) whereby Employees Provident Fund Board acting as the lock up party, had agreed to the lock-up restrictions imposed on FGV’s shares to be listed pursuant to the IPO (or any interest therein) for the period commencing from the date of the lock-up agreements until the date falling 180 days after the date of the listing o FGV.


(l) Lock-up Agreement dated 4 June 2012

FGV and FELDA, respectively had on 4 June 2012 entered into a lock-up agreement with CIMB Investment Bank Berhad, Deutsche Bank AG, J.P Morgan Securities Ltd, Maybank Investment Bank Berhad and Morgan Stanley & Co. International, PLC (as the joint bookrunners) whereby on behalf of Value Partners Hong Kong Limited by Value Partners Classic Fund, acting as the lock-up party, had agreed to the lock-up restrictions imposed on FGV’s shares to be listed pursuant to the IPO (or any interest therein) for the period commencing from the date of the lock-up agreements until the date falling 180 days after the date of the listing of FGV.

(m) Lock-up Agreement dated 4 June 2012

FGV and FELDA, respectively had on 4 June 2012 entered into a lock-up agreement with CIMB Investment Bank Berhad, Deutsche Bank AG, J.P Morgan Securities Ltd, Maybank Investment Bank Berhad and Morgan Stanley & Co. International, PLC (as the joint bookrunners) whereby on behalf of The Procurator in Hong Kong of the Salesian Society by Value Partners Classic Fund, acting as the lock-up party, had agreed to the lock-up restrictions imposed on FGV’s shares to be listed pursuant to the IPO (or any interest therein) for the period commencing from the date of the lock up agreements until the date falling 1 80 days after the date of the listing of FGV.

(n) Lock-up Agreement dated 4 June 2012

FGV and FELDA, respectively had on 4 June 2012 entered into a lock-up agreement with CIMB Investment Bank Berhad, Deutsche Bank AG, J.P Morgan Securities Ltd, Maybank Investment Bank Berhad and Morgan Stanley & Co. International, PLC (as the joint bookrunners) whereby on behalf of Asian Classic Holdings Fund - ACH and Asian Capital Holdings Fund - China Sub-Account Appassionato by Value Partners Classic Fund, acting as the lock-up party, had agreed to the lock-up restrictions imposed on FGV’s shares to be listed pursuant to the IPO (or any interest therein) for the period commencing from the date of the lock-up agreements until the date falling 180 days after the date of the listing of FGV.

(o) Lock-up Agreement dated 4 June 2012

FGV and FELDA, respectively had on 4 June 2012 entered into a lock-up agreement with CIMB Investment Bank Berhad, Deutsche Bank AG, J.P Morgan Securities Ltd, Maybank Investment Bank Berhad and Morgan Stanley & Co. International, PLC (as the joint bookrunners) whereby on behalf of Premium Asia Fund by Value Partners Classic Fund, acting as the lock-up party, had agreed to the lock-up restrictions imposed on the FGV’s shares to be listed pursuant to the IPO (or any interest therein) for the period commencing from the date of the lock-up agreements until the date falling 180 days after the date of the listing of FGV.

(p) Lock-up Agreement dated 21 May 2012 FGV and FELDA, respectively had on 21 May 2012 entered into a lock-up agreement with CIMB Investment Bank Berhad, Deutsche Bank AG, J.P Morgan Securities Ltd, Maybank Investment Bank Berhad and Morgan Stanley & Co. International, PLC (as the joint bookrunners) whereby CMY Capital Sdn Bhd acting as the lock-up party, had agreed to the lock-up restrictions imposed on FGV’s shares to be listed pursuant to the IPO (or any interest therein) for the period commencing from the date of the lock-up agreements until the date falling 180 days after the date of the listing of FGV.

(q) Lock-up Agreement dated 23 May 2012 FGV and FELDA, respectively had on 23 May 2012 entered into a lock-up agreement with CIMB Investment Bank Berhad, Deutsche BankAG, J.P Morgan Securities Ltd, Maybank Investment Bank Berhad and Morgan Stanley & Co. International, PLC (as the joint bookrunners) whereby Lembaga Tabung Haji acting as the lock-up party, had agreed to the lock-up restrictions imposed on FGV’s shares to be listed pursuant to the IPO (or any interest therein) for the period commencing from the date of the lock up agreements until the date falling 180 days after the date of the listing of FGV.


(r) Placement Agreement dated 18 June 2012

FGV and FELDA had on 18 June 2012 entered into a placement agreement with CIMB Investment Bank Berhad, Maybank Investment Bank Berhad, Morgan Stanley & Co.

International PLC, Deutsche Bank AG, Hong Kong Branch and J.P. Morgan Securities Ltd in relation to the placement of 1,931,661,100 ordinary shares of RM1.00 each in FGV under the institutional offering in conjunction with the lPO to institutional investors at the institutional price of RM4.55 at an agreed placement and discretionary fee.

(s) Share Lending Agreement dated 18 June 2012 (“Share Lending Agreement”)

FELDA had on 18 June 2012 entered into a share lending agreement with Maybank Investment Bank Berhad to lend to Maybank Investment Bank Berhad as the stabilising manager 109,445,000 ordinary shares of RM1.00 each in FGV on the terms and subject to all applicable laws and regulation (including the CMSA and it applicable regulations) and the conditions contained in the Share Lending Agreement to cover over-allotments or effect price stabilisation activities by CIMB in connection with the IPO.

4. MATERIAL LITIGATION (As extracted from Section 7 of Appendix VI of the Offer

Document) 4.1 Material Litigation of Pontian

As at LPD, Pontian is not engaged in any material litigation, claim or arbitration, either as plaintiff or defendant, which has a material adverse effect on the financial position of the Pontian and is not aware of any proceeding which might materially and/or adversely affect the position or business of Pontian.

4.2 Material Litigation of FGV (As extracted from Section 7 of Appendix VI of the Offer Document)

As at LPD, the Offeror is not engaged in any material litigation, claim or arbitration, either as plaintiff or defendant, which has a material adverse effect on the financial position of the Offeror is not aware of any proceeding which might materially and/or adversely affect the position or business of the Offeror. (a) Kuala Lumpur High Court (Civil Suit No. S-21NCVC-27-2011) brought by FELDA and FGV

(“Plaintiffs”) against Dr. Tan Kee Kwong (“Defendant”); Court of Appeal (Civil Appeal No. W-01(IM) (NCVC)-547-09/2011); Federal Court (No. 08(f) 348-04/201 2.

By a writ of summons dated 27 January 2011, FELDA and FGV had commenced the above legal proceedings against Dr. Tan Kee Kwong for damages in the sum of RM200 million including aggravated and/or exemplary damages for allegedly defaming FELDA and FGV during an interview given by Dr. Tan Kee Kwong to the Suara Keadilan newspaper.

Trial commenced on 7 July 2011 where the Defendant raised preliminary issue on whether the Plaintiffs have legal capacity to maintain their action in defamation against the Defendant. The High Court dismissed the Defendant’s preliminary objection on 11 July 2011 and held that the Plaintiffs have legal capacity to maintain their action in defamation against the Defendant.

After trial on 16 August 2011, the High Court dismissed FELDA and FGV’s claim against Dr. Tan Kee Kwong with costs amounting to RM70,000.00. Both FELDA and FGV have on 6 September 2011 filed a Notice to Appeal to the Court of Appeal against the whole of the High Court’s decision. On hearing the appeal on 28 March 2012, the Court of Appeal upheld the decision of the High Court and was of the view that (a) the words complained of were defamatory of FELDA and FGV as it attacks the matter in which it manages its affairs; (b) FELDA and FGV had failed to prove that the defamatory words were uttered by Dr. Tan Kee Kwong. On a unanimous decision, Dr. Tan Kee Kwong’s cross-appeal was also dismissed and the Court of Appeal unanimously upheld the decision of the High Court


Judge in holding that FELDA and FGV had the capacity to sue as it is not a government body/democratically elected body. The Court of Appeal also ordered that each party bears its own costs. On 23 April 2012, FELDA and FGVH have filed their application for leave to Appeal to Federal Court, and the Defendant also filed an application for leave to file a cross- appeal on 17 May 2012. The Federal Court had granted leave for both the appeals on 7 March 2013. The Court has fixed 2 December 2013 for hearing of the appeals.

(b) Kuala Lumpur High Court (Civil Suit No. S-21-208-2010) brought by FELDA and FGV (“Plaintiffs”) against Datuk Seri Dr. Wan Azizah Binti Wan Ismall and 5 Others (“Defendants”)

On 16 August 2010, FELDA and FGV had commenced the above legal proceedings against

Datuk Seri Dr. Wan Azizah Binti Wan Ismail as the office bearer of Parti Keadilan Rakyat, which is the publisher of Suara Keadilan and 5 others for damages in the sum of RM200 million including aggravated and/or exemplary damages for libel and/or malicious or injurious falsehood in publishing two alleged defamatory articles concerning FELDA and FGV in the Suara Keadilan newspaper.

FELDA and FGV had entered judgment in default against Pelita Koridor Sdn Bhd (the 3rd

Defendant) and Percetakan NPK Sdn Bhd (the 4th Defendant) on 26 October 2010. The Defendants had applied to consolidate this suit with the Civil Suit No. S-21NCVC-27-

2011 but the application for consolidation was dismissed by the High Court on 27 June 2011 with costs of RM2,000.00 awarded in favour of FELDA and FGV.

Upon direction of the High Court, the Plaintiffs have filed the Bundle of Pleadings, Plaintiffs’

Bundle of Documents, Common Agreed Bundle of Documents, Statement of Agreed Facts, Statement of Issues to be Tried and Witness Statements. On 18 June 2013, the 1st, 2nd, 5th and 6th Defendants’ Solicitors discharged themselves and the same was granted by the High Court.

The High Court has fixed the matter for trial on 3 and 4 December 2013. (c) Johor Bahru High Court (Civil Suit No. MT3-22-453-2009) brought by Rahman Bin Jamri

and 644 Other (“Plaintiffs’ or “645 Settlers”) against FELDA and Felda Palm Industries Sdn Bhd (“Felda Palm Industries”); Court of Appeal No: JOI 285-10; Federal Court Civil Application: 08(f)-639-12-2001 (J)

By a writ of summons dated 12 June 2009, the Plaintiffs who are 645 settlers had commenced the above legal proceedings against FELDA as the 1st Defendant and Felda Palm Industries as the 2nd Defendant for, amongst others, the sum of RM71,842,680.00 and general damages for losses purportedly due to alleged fraud and conspiracy by FELDA and Felda Palm Industries in manipulating the oil extraction rate for the Plaintiffs’ harvest of oil palm fruits from the Scheme Rancangan Felda Maokil over a period of 1 years from 1991 to February 2008. FELDA and Felda Palm Industries are vigorously contesting the claim.

Both FELDA and Felda Palm Industries have on 16 December 2009 filed their Memorandum of Conditional Appearance and subsequently on 1 January 2010 applied under Section 10 of the Arbitration Act, 2005 for a stay of proceedings and that the matter to be referred to arbitration on the basis of the arbitration clause in the settlers’ agreements (“Settlers’ Agreements”). The stay application and reference to arbitration was heard and refused by the High Court on 28 April 2010. FELDA and Felda Palm Industries have since filed an appeal against the High Court’s decision to the Court of Appeal in Civil Appeal No. J-01-285-10. Both FELDA and Felda Palm Industries have on 20 August 2010 also filed their Statement of Defence at the High Court because both FELDA’s and Felda Palm Industries’ application for interim stay of proceedings pending the outcome of the appeal to the Court of Appeal was refused by the High Court on 18 August 2010.


On 30 November 2011, the Court of Appeal heard full submissions and arguments and allowed FELDA’s and Felda Palm Industries’ appeal. The Court of Appeal had allowed FELDA’s and Felda Palm Industries’ Application for Stay of the High Court proceedings in Civil Suit No. MT3-22-453-2009 and has referred the parties to arbitration. The 645 Settlers have on 29 December 2011 filed an Originating Motion to the Federal Court for Leave to Appeal against the Court of Appeal’s said decision. A hearing date for the said Originating Motion has been fixed by the Federal Court to be on 5 September 2013.

(d) Seremban High Court (Civil Suit No. S7-22-219-2010) brought by Karip Bin Mohd Salleh

(“1st Plaintiff”) and 765 Others (“Plaintiffs” or “766 Settlers”) against FELDA and Felda Palm

Industries (“Defendents”)

By a writ of summons and Statement of Claim, both filed on 9 September 2010, 766 settlers (“766 Settlers”) had commenced the above legal proceedings against FELDA as the 1st Defendant and Felda Palm Industries as the 2nd Defendant for, amongst others, special damages for the losses alleged by the 766 Settlers from 1995 onwards in which the estimated losses for 2008 is RM15,349,912.00, general damages and exemplary damages together with interest and costs for losses purportedly due to alleged fraud and conspiracy by FELDA and Felda Palm Industries particularly in relation to the ascertainment of the quality of fresh fruit bunches (“FFB”) wherein a lower Graded Extraction Rate (Kadar Perahan Gred) of between 16% to 19% is normally provided by FELDA and Felda Palm Industries as opposed to the higher Graded Extraction Rate previously provided by the Malaysian Palm Oil Board (“MPOB”) and as result giving lower returns for the Plaintiffs.

Both FELDA and Felda Palm Industries have on 11 November 2011 filed their Statement of Defence at the High Court, wherein, amongst others, FELDA and Felda Palm Industries have raised the following in their defence:

(i) denied the claim of the Plaintiffs and put them to strict proof thereof; (ii) the claim of the Plaintiffs against FELDA is time barred as FELDA is a statutory

authority; and (iii) the claim of the Plaintiffs against the Defendants ought to be referred to arbitration

pursuant to the agreements between the parties.

The High Court has on 26 March 2012 given directions that the parties finalise issues and agreed facts, the Defendants to file a supplementary bundle of document including the MPOB Statistic booklets and for the parties to inform the High Court on the progress of the withdrawal of suit by 80 Plaintiffs who have written letters indicating that they wish to withdraw the suit. On 23 April 2012, the High Court had directed the Plaintiffs to file a Summons In Chamber to remove 77 Plaintiffs. The High Court had previously instructed the parties to bring the matter to mediation. However, the mediation proceedings failed as the Defendants are not willing to offer the Plaintiffs any monetary compensation in light of the serious allegations which are completely baseless. Trial on the matter commenced on 18 March 2013 and will be continued on 28 to 30 October 2013.

(e) Temerloh High Court (Civil Suit No. 22-23-06-2011) brought by Mohamad Razali Bin Ithnan

and 710 Others (”Plaintiffs” or “711 Settlers”) against FELDA and Felda Palm Industries (“Defendants”)

By a writ of summons dated 16 June 2011, 711 settlers had commenced the above legal proceedings against FELDA as the 1st Defendant and Felda Palm Industries as the 2nd Defendant on allegations that the Defendants had, inter alia, defrauded the 711 Settlers and/or conspired to defraud them with regard to the sale of oil palm fruits cultivated by the settlers by way of the weighing system of the palm fruits and the grading system of the Graded Extraction Rate. The Plaintiffs are attempting to claim for damages from 1995 to date, and has estimated losses for 2008 alone to be approximately RM22.9 million.


Both FELDA and Felda Palm Industries have filed their Statement of Defence and an application to strike out the suit against certain of the Plaintiffs at the High Court. Pursuant to the High Court’s directions, the Defendants have on 3 April 2012 filed written submission for the application to strike out. The High Court has on 24 April 2012 allowed order in terms for the application by FELDA and Felda Palm Industries to strike out to 42 Plaintiffs with costs in the cause. The High Court has on 29 April 2013 instructed the parties to file the Bundle of Pleadings, Bundle of Documents, Statement of Issues to be Tried and the Statement of Agreed Facts. The High Court has fixed the matter for trial on 14 and 15 of January 2014.

(f) Temerloh High Court (Civil Suit No. 22NCVC-40-09-2011) brought by Abdullah Bin Arshad and 364 Others (”Plaintiffs” or “365 Settlers”) against FELDA and Felda Palm Industries (“Defendants”) By a writ of summons dated 29 September 2011, 365 settlers had commenced the above legal proceedings against FELDA as the 1st Defendant and Felda Plm Industries as the 2nd Defendant on allegations that the Defendants had, inter alia, defrauded the 365 Settlers and/or conspired to defraud them with regard to the sale of oil palm fruits cultivated by the settlers by way of the weighing system of the palm fruits and the grading system of the Graded Extraction Rate. The Plaintiffs are attempting to claim for damages from 1995 to date, and has estimated losses for 2008 alone to be approximately RM11.77 million. Both FELDA and Felda Palm Industries have filed their Statement of Defence at the High Court and an application to strike out the suit against certain of the Plaintiffs. FELDA and Felda Palm Industries have also filed an application to strike out the suit against certain Plaintiffs. The High Court has directed the parties to file a written submission for the application to strike out by 12 April 2012. The High Court has on 19 April 2012 allowed order in terms for the application by FELDA and Felda Palm Industries to strike out 20 Plaintiffs with costs in the cause. The High Court had instructed the parties to file their Bundle of Pleadings, Bundle of Documents, Statement of Issues to be Tried and Statement of Agreed Facts.

The High Court has fixed the matter for trial on 20 and 21 of November 2013.

(g) Temerloh High Court (Civil Suit No. 22NCVC-39-09-2011) brought by Mat Napi Bin Saaid and 549 Others (“550 Settlers”) against FELDA and Felda Palm Industries (“Defendants”) By a writ of summons dated 20 September 2011, 550 settlers had commenced the above legal proceedings against FELDA as the 1st Defendant and Felda Palm Industries as the 2nd Defendant on allegations that the Defendants had, inter alia, defrauded the 550 Settlers and/or conspired to defraud them with regard to the sale of palm fruits cultivated by the Plaintiffs by way of the grading system of the Graded Extraction Rate and by giving a much better price and terms for palm fruits received from FFB suppliers outside of the FELDA scheme. The 550 Settlers have also alleged that they have not received any payments for palm kernels and other products acquired from the process of the palm kernels such as fertilisers and sludge. The 550 Settlers are attempting to claim for damages from 1995 to date, and has estimated that the loss in year 2008 alone is approximately RM19.19 million. Both FELDA and Felda Palm Industries have filed their Statement of Defence and an application to strike out the suit against certain of the Plaintiffs at High Court. The Court has directed the parties to file a written submission for the application to strike out by 12 April 2012. The High Court has on 19 April 2012 allowed order in terms for the application by FELDA and Felda Palm Industries to strike out 17 Plaintiffs with costs in the cause. The High Court had instructed the parties to file their Bundle of Pleadings, Bundle of Documents, Statement of Issues to be Tried and the Statement of Agreed Facts. The High Court has fixed the matter for trial on 17 and 18 of September 2013.


(h) Kuantan High Court (Civil Suit No. 22 NCVC-104/4/2012) brought by Mohd Saleh Bin Ishak

& 769 Others (“770 Settlers”) against FELDA and Felda Palm Industries (“Defendents”)

By a writ of summons dated 26 April 2012, 770 settlers in Rancangan Felda Chini 1 - 5 and Rancangan Felda Chini Timur 1 - 3 in Pahang had commenced the above legal proceedings against FELDA as the 1st Defendant and Felda Palm Industries as the 2nd Defendant on allegations that the Defendants had, inter alia, defrauded them and/or conspired to defraud hem with regard to the sale of oil palm fruits cultivated by the settlers by the grading system of the Graded Extraction Rate and the weighing system of the palm fruits to reduce the Graded Extraction Rate. The Plaintiffs are also alleging breach of trust. The 770 Settlers are attempting to claim for damages from 1995 to date, and has estimated that the loss in year 2008 alone is approximately RM24.8 million. The writ of summons dated 26 April 2012 and the Statement of Claim were served on the Defendants on 10 May 2012. Both FELDA and Felda Palm Industries have filed their memorandum of appearance on 16 May 2012 and the matter was fixed for the first case management on 21 May 2012. On 21 May 2012, the High Court directed that the Defence be filed by 4 June 2012. The High Court had, on 25 September 2012, instructed the parties to file their Bundle of Pleadings, Bundle of Documents, Statement of Issues to be Tried and the Summary of the case. The High Court has fixed the matter for trial from 10 to 13 of September 2013.

(i) Kuantan High Court (Civil Suit No. 22 NCVC-129-6/2012) brought by Md Hamidin Bin Ab

Rani & 958 Others (“959 Settlers”) against FELDA and Felda Palm Industries (“Defendents”) By a writ of summons dated 4 June 2012, 959 settlers in Felda Keratong 1-10 had commenced the above legal proceedings against FELDA as the 1st Defendant and Felda Palm Industries as the 2nd Defendant on allegations that the Defendants had, inter alia, defrauded them and/or conspired to defraud them with regard to the sale of oil palm fruits cultivated by the settlers by the grading system of the Graded Extraction Rate. The Plaintiffs are also alleging breach of trust. The 959 Settlers are attempting to claim for damages from 1995 to date, and has estimated that the loss in year 2008 alone is approximately RM30.8 million. The writ of summons and the Statement of Claim were served on the Defendants on 18 June 2012. Both FELDA and Felda Palm Industries have filed their memorandum of appearance on 16 July 2012 and the matter was fixed for the first case management on 16 July 2012. On 11 October 2012, the Court directed the parties to file their Bundle of Pleadings, Bundle of Documents, Statement of Issues to be Tried, Statement of Agreed Facts and witness statements. Mediation proceedings fixed for 16 May 2013 were unsuccessful, and the High Court has fixed the matter for trial from 7 to 11 of October 2013.

(j) Temerloh High Court (Civil Suit No. 22 NVCV-14-12/2012) brought by Abdul Rashid Bin Abdul Wahab & 350 Others (“351 Settlers”) against FELDA and Felda Palm Industries (“Defendants”) By a writ of summons dated 26 December 2012, 351 settlers from Rancangan Felda Mempaga 1-3 and Felda Bukit Damar, Pahang had commenced the above legal proceedings against FELDA as the 1st Defendant and Felda Palm Industries as the 2nd Defendant on allegations that the Defendants had, inter alia, defrauded them and/or conspired to defraud them with regard to the sale of oil palm fruits cultivated by the settlers by the grading system of the Graded Extraction Rate. The Plaintiffs are also alleging breach of trust.


The 351 Settlers are attempting to claim for damages from 1995 to date, and has estimated that the loss in year 2008 alone is approximately RM11.3 million.

The writ of summons and the Statement of Claim were served on the Defendants on 25 January 2013. Both FELDA and Felda Palm Industries have filed their memorandum of appearance and Statement of Defence on 5 March 2013.

The High Court has fixed the matter for case management on 13 August 2013.

5. SERVICE CONTRACTS As at LPD, there are no service contracts entered into by any Director or proposed Director of the Pontian and/or any of its subsidiaries.

6. CONSENTS

UHY has given and has not subsequently withdrawn its written consent for the inclusion of its name, letter and all references thereto in the form and context in which they appear in this IAC.

AmInvestment Bank has given and has not subsequently withdrawn its written consent for the inclusion of its name and all references thereto in the form and context in which they appear in this IAC.

7. DOCUMENTS AVAILABLE FOR INSPECTION Copies of the following documents are available for inspection during normal business hours at the office of the Registrar located at 7, Jalan Tunku Hassan, 70000 Seremban, Negeri Sembilan from the date of this Offer Document up to and including the Closing Date: (a) Memorandum and Articles of Association of Pontian; (b) Notice dated 18 June 2013;

(c) Letters of consent referred to in Section 6 of this Appendix; (d) The audited financial statements of Pontian for the FYE 31 December 2010, FYE 31

December 2011 and FYE 2012; and

(e) The unaudited financial statements of Pontian for the FPE 30 June 2013.