RIMBUNAN SAWIT BERHAD - listed companyrsb.listedcompany.com/newsroom/Rimbunan_Sawit_Berhad...(III)...

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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT AS TO THE COURSE OF ACTION TO BE TAKEN, YOU SHOULD CONSULT YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL ADVISERS IMMEDIATELY. Bursa Malaysia Securities Berhad (“Bursa Securities”) takes no responsibility for the contents of this Circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular. RIMBUNAN SAWIT BERHAD (Company No. 691393-U) (Incorporated in Malaysia) Principal Adviser Independent Adviser MERCURY SECURITIES SDN BHD (Company No.113193-W) (A Participating Organisation of Bursa Malaysia Securities Berhad) The resolutions pertaining to the Proposals will be tabled for your consideration at the extraordinary general meeting (“EGM”) of RSB to be held at Level 2, North Wing, Menara Rimbunan Hijau, 101, Pusat Suria Permata, Jalan Upper Lanang, 96000, Sibu, Sarawak on Thursday, 27 July 2017 at 11.00 a.m. or any adjournment thereof. The Notice of EGM and the Form of Proxy are enclosed in this Circular. A member entitled to attend and vote at the forthcoming EGM is entitled to appoint more than 1 proxy to vote on his/her behalf. In such event, the completed Form of Proxy must be lodged at the registered office of RSB at North Wing, Menara Rimbunan Hijau, 101, Pusat Suria Permata, Jalan Upper Lanang, 96000, Sibu, Sarawak not less than 48 hours before the appointed time of the EGM or any adjournment thereof. The lodging of the Form of Proxy will not preclude you from attending and voting in person at the EGM should you subsequently wish to do so. Last date and time to lodge the Form of Proxy : Tuesday, 25 July 2017 at 11.00 a.m. Date and time of the EGM : Thursday, 27 July 2017 at 11.00 a.m. This Circular is dated 10 July 2017 CIRCULAR TO SHAREHOLDERS IN RELATION TO PART A (I) PROPOSED DISPOSAL OF ALL RIGHTS, TITLE AND INTERESTS IN RELATION TO THE SIMUNJAN ESTATE VIA AN ABSOLUTE ASSIGNMENT, DEVELOPMENT COSTS, BIOLOGICAL ASSETS, COMMERCIAL RIGHTS AND ALL THE FIXTURES AND FITTINGS RELATING THERETO BY RIMBUNAN SAWIT BERHAD (“RSB”) TO TIASA MESRA SDN BHD, FOR A CASH CONSIDERATION OF RM150.0 MILLION; (II) PROPOSED ACQUISITION OF A PARCEL OF 67.5 HECTARES LAND (WHICH CURRENTLY FORMS PART OF PARENT LOT 248 BLOCK 4 STUNGKOR LAND DISTRICT, LUNDU, KUCHING DIVISION, SARAWAK) TOGETHER WITH A PALM OIL MILL (INCLUDING WORKERS’ QUARTERS) ERECTED THEREON AND PLANTATION ASSETS BY RSB LUNDU PALM OIL MILL SDN BHD, A WHOLLY- OWNED SUBSIDIARY OF RSB, FROM R H LUNDU PALM OIL MILL SDN BHD, FOR A TOTAL CASH CONSIDERATION OF RM33.7 MILLION; AND (III) PROPOSED ACQUISITION OF 100,000 ORDINARY SHARES IN SASTAT HOLDINGS SDN BHD (“SHSB”), REPRESENTING THE ENTIRE EQUITY INTEREST IN SHSB, BY RSB FROM PERTUMBUHAN ABADI ASIA SDN BHD, TECK SING LIK ENTERPRISE SDN BHD AND TAN SRI DATUK SIR DIONG HIEW KING @ TIONG HIEW KING, FOR A TOTAL CASH CONSIDERATION OF RM17.0 MILLION (COLLECTIVELY REFERRED TO AS “PROPOSALS”) PART B INDEPENDENT ADVICE LETTER FROM MERCURY SECURITIES SDN BHD TO THE NON-INTERESTED SHAREHOLDERS OF RSB IN RELATION TO THE PROPOSALS AND NOTICE OF EXTRAORDINARY GENERAL MEETING

Transcript of RIMBUNAN SAWIT BERHAD - listed companyrsb.listedcompany.com/newsroom/Rimbunan_Sawit_Berhad...(III)...

RIMBUNAN SAWIT BERHAD (Company No. 691393-U)(Incorporated in Malaysia)

CIRCULAR TO SHAREHOLDERS IN RELATION TO

PART A

(I) PROPOSED DISPOSAL OF ALL RIGHTS, TITLE AND INTERESTS IN RELATION TO THE SIMUNJAN ESTATE VIA AN ABSOLUTE ASSIGNMENT, DEVELOPMENT COSTS, BIOLOGICAL ASSETS, COMMERCIAL RIGHTS AND ALL THE FIXTURES AND FITTINGS RELATING THERETO BY RIMBUNAN SAWIT BERHAD (“RSB”) TO TIASA MESRA SDN BHD, FOR A CASH CONSIDERATION OF RM150.0 MILLION;

(II) PROPOSED ACQUISITION OF A PARCEL OF 67.5 HECTARES LAND (WHICH CURRENTLY FORMS PART OF PARENT LOT 248 BLOCK 4 STUNGKOR LAND DISTRICT, LUNDU, KUCHING DIVISION, SARAWAK) TOGETHER WITH A PALM OIL MILL (INCLUDING WORKERS’ QUARTERS) ERECTED THEREON AND PLANTATION ASSETS BY RSB LUNDU PALM OIL MILL SDN BHD, A WHOLLY-OWNED SUBSIDIARY OF RSB, FROM R H LUNDU PALM OIL MILL SDN BHD, FOR A TOTAL CASH CONSIDERATION OF RM33.7 MILLION; AND

(III) PROPOSED ACQUISITION OF 100,000 ORDINARY SHARES IN SASTAT HOLDINGS SDN BHD (“SHSB”), REPRESENTING THE ENTIRE EQUITY INTEREST IN SHSB, BY RSB FROM PERTUMBUHAN ABADI ASIA SDN BHD, TECK SING LIK ENTERPRISE SDN BHD AND TAN SRI DATUK SIR DIONG HIEW KING @ TIONG HIEW KING, FOR A TOTAL CASH CONSIDERATION OF RM17.0 MILLION

(COLLECTIVELY REFERRED TO AS “PROPOSALS”)

PART B

INDEPENDENT ADVICE LETTER FROM MERCURY SECURITIES SDN BHD TO THE NON-INTERESTED SHAREHOLDERS OF RSB IN RELATION TO THE PROPOSALS

AND

NOTICE OF EXTRAORDINARY GENERAL MEETINGPrincipal Adviser Independent Adviser

MERCURY SECURITIES SDN BHD(Company No.113193-W)

(A Participating Organisation of Bursa Malaysia Securities Berhad)

The resolutions pertaining to the Proposals will be tabled for your consideration at the extraordinary general meeting (“EGM”) of RSB to be held at Level 2, North Wing, Menara Rimbunan Hijau, 101, Pusat Suria Permata, Jalan Upper Lanang, 96000, Sibu, Sarawak on Thursday, 27 July 2017 at 11.00 a.m. or any adjournment thereof. The Notice of EGM and the Form of Proxy are enclosed in this Circular.

A member entitled to attend and vote at the forthcoming EGM is entitled to appoint more than 1 proxy to vote on his/her behalf. In such event, the completed Form of Proxy must be lodged at the registered office of RSB at North Wing, Menara Rimbunan Hijau, 101, Pusat Suria Permata, Jalan Upper Lanang, 96000, Sibu, Sarawak not less than 48 hours before the appointed time of the EGM or any adjournment thereof. The lodging of the Form of Proxy will not preclude you from attending and voting in person at the EGM should you subsequently wish to do so.

Last date and time to lodge the Form of Proxy : Tuesday, 25 July 2017 at 11.00 a.m.Date and time of the EGM : Thursday, 27 July 2017 at 11.00 a.m.

This Circular is dated 10 July 2017

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

IF YOU ARE IN ANY DOUBT AS TO THE COURSE OF ACTION TO BE TAKEN, YOU SHOULD CONSULTYOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL ADVISERS IMMEDIATELY.Bursa Malaysia Securities Berhad (“Bursa Securities”) takes no responsibility for the contents of this Circular,makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular.

RIMBUNAN SAWIT BERHAD (Company No. 691393-U)(Incorporated in Malaysia)

CIRCULAR TO SHAREHOLDERS IN RELATION TO

PART A

(I) PROPOSED DISPOSAL OF ALL RIGHTS, TITLE AND INTERESTS IN RELATION TO THE SIMUNJAN ESTATE VIA AN ABSOLUTE ASSIGNMENT, DEVELOPMENT COSTS, BIOLOGICAL ASSETS, COMMERCIAL RIGHTS AND ALL THE FIXTURES AND FITTINGS RELATING THERETO BY RIMBUNAN SAWIT BERHAD (“RSB”) TO TIASA MESRA SDN BHD, FOR A CASH CONSIDERATION OF RM150.0 MILLION;

(II) PROPOSED ACQUISITION OF A PARCEL OF 67.5 HECTARES LAND (WHICH CURRENTLY FORMS PART OF PARENT LOT 248 BLOCK 4 STUNGKOR LAND DISTRICT, LUNDU, KUCHING DIVISION, SARAWAK) TOGETHER WITH A PALM OIL MILL (INCLUDING WORKERS’ QUARTERS) ERECTED THEREON AND PLANTATION ASSETS BY RSB LUNDU PALM OIL MILL SDN BHD, A WHOLLY-OWNED SUBSIDIARY OF RSB, FROM R H LUNDU PALM OIL MILL SDN BHD, FOR A TOTAL CASH CONSIDERATION OF RM33.7 MILLION; AND

(III) PROPOSED ACQUISITION OF 100,000 ORDINARY SHARES IN SASTAT HOLDINGS SDN BHD (“SHSB”), REPRESENTING THE ENTIRE EQUITY INTEREST IN SHSB, BY RSB FROM PERTUMBUHAN ABADI ASIA SDN BHD, TECK SING LIK ENTERPRISE SDN BHD AND TAN SRI DATUK SIR DIONG HIEW KING @ TIONG HIEW KING, FOR A TOTAL CASH CONSIDERATION OF RM17.0 MILLION

(COLLECTIVELY REFERRED TO AS “PROPOSALS”)

PART B

INDEPENDENT ADVICE LETTER FROM MERCURY SECURITIES SDN BHD TO THE NON-INTERESTED SHAREHOLDERS OF RSB IN RELATION TO THE PROPOSALS

AND

NOTICE OF EXTRAORDINARY GENERAL MEETINGPrincipal Adviser Independent Adviser

MERCURY SECURITIES SDN BHD(Company No.113193-W)

(A Participating Organisation of Bursa Malaysia Securities Berhad)

The resolutions pertaining to the Proposals will be tabled for your consideration at the extraordinary general meeting (“EGM”) of RSB to be held at Level 2, North Wing, Menara Rimbunan Hijau, 101, Pusat Suria Permata, Jalan Upper Lanang, 96000, Sibu, Sarawak on Thursday, 27 July 2017 at 11.00 a.m. or any adjournment thereof. The Notice of EGM and the Form of Proxy are enclosed in this Circular.

A member entitled to attend and vote at the forthcoming EGM is entitled to appoint more than 1 proxy to vote on his/her behalf. In such event, the completed Form of Proxy must be lodged at the registered office of RSB at North Wing, Menara Rimbunan Hijau, 101, Pusat Suria Permata, Jalan Upper Lanang, 96000, Sibu, Sarawak not less than 48 hours before the appointed time of the EGM or any adjournment thereof. The lodging of the Form of Proxy will not preclude you from attending and voting in person at the EGM should you subsequently wish to do so.

Last date and time to lodge the Form of Proxy : Tuesday, 25 July 2017 at 11.00 a.m.Date and time of the EGM : Thursday, 27 July 2017 at 11.00 a.m.

This Circular is dated 10 July 2017

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

IF YOU ARE IN ANY DOUBT AS TO THE COURSE OF ACTION TO BE TAKEN, YOU SHOULD CONSULTYOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL ADVISERS IMMEDIATELY.Bursa Malaysia Securities Berhad (“Bursa Securities”) takes no responsibility for the contents of this Circular,makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular.

RIMBUNAN SAWIT BERHAD (Company No. 691393-U)(Incorporated in Malaysia)

CIRCULAR TO SHAREHOLDERS IN RELATION TO

PART A

(I) PROPOSED DISPOSAL OF ALL RIGHTS, TITLE AND INTERESTS IN RELATION TO THE SIMUNJAN ESTATE VIA AN ABSOLUTE ASSIGNMENT, DEVELOPMENT COSTS, BIOLOGICAL ASSETS, COMMERCIAL RIGHTS AND ALL THE FIXTURES AND FITTINGS RELATING THERETO BY RIMBUNAN SAWIT BERHAD (“RSB”) TO TIASA MESRA SDN BHD, FOR A CASH CONSIDERATION OF RM150.0 MILLION;

(II) PROPOSED ACQUISITION OF A PARCEL OF 67.5 HECTARES LAND (WHICH CURRENTLY FORMS PART OF PARENT LOT 248 BLOCK 4 STUNGKOR LAND DISTRICT, LUNDU, KUCHING DIVISION, SARAWAK) TOGETHER WITH A PALM OIL MILL (INCLUDING WORKERS’ QUARTERS) ERECTED THEREON AND PLANTATION ASSETS BY RSB LUNDU PALM OIL MILL SDN BHD, A WHOLLY-OWNED SUBSIDIARY OF RSB, FROM R H LUNDU PALM OIL MILL SDN BHD, FOR A TOTAL CASH CONSIDERATION OF RM33.7 MILLION; AND

(III) PROPOSED ACQUISITION OF 100,000 ORDINARY SHARES IN SASTAT HOLDINGS SDN BHD (“SHSB”), REPRESENTING THE ENTIRE EQUITY INTEREST IN SHSB, BY RSB FROM PERTUMBUHAN ABADI ASIA SDN BHD, TECK SING LIK ENTERPRISE SDN BHD AND TAN SRI DATUK SIR DIONG HIEW KING @ TIONG HIEW KING, FOR A TOTAL CASH CONSIDERATION OF RM17.0 MILLION

(COLLECTIVELY REFERRED TO AS “PROPOSALS”)

PART B

INDEPENDENT ADVICE LETTER FROM MERCURY SECURITIES SDN BHD TO THE NON-INTERESTED SHAREHOLDERS OF RSB IN RELATION TO THE PROPOSALS

AND

NOTICE OF EXTRAORDINARY GENERAL MEETINGPrincipal Adviser Independent Adviser

MERCURY SECURITIES SDN BHD(Company No.113193-W)

(A Participating Organisation of Bursa Malaysia Securities Berhad)

The resolutions pertaining to the Proposals will be tabled for your consideration at the extraordinary general meeting (“EGM”) of RSB to be held at Level 2, North Wing, Menara Rimbunan Hijau, 101, Pusat Suria Permata, Jalan Upper Lanang, 96000, Sibu, Sarawak on Thursday, 27 July 2017 at 11.00 a.m. or any adjournment thereof. The Notice of EGM and the Form of Proxy are enclosed in this Circular.

A member entitled to attend and vote at the forthcoming EGM is entitled to appoint more than 1 proxy to vote on his/her behalf. In such event, the completed Form of Proxy must be lodged at the registered office of RSB at North Wing, Menara Rimbunan Hijau, 101, Pusat Suria Permata, Jalan Upper Lanang, 96000, Sibu, Sarawak not less than 48 hours before the appointed time of the EGM or any adjournment thereof. The lodging of the Form of Proxy will not preclude you from attending and voting in person at the EGM should you subsequently wish to do so.

Last date and time to lodge the Form of Proxy : Tuesday, 25 July 2017 at 11.00 a.m.Date and time of the EGM : Thursday, 27 July 2017 at 11.00 a.m.

This Circular is dated 10 July 2017

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

IF YOU ARE IN ANY DOUBT AS TO THE COURSE OF ACTION TO BE TAKEN, YOU SHOULD CONSULTYOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL ADVISERS IMMEDIATELY.Bursa Malaysia Securities Berhad (“Bursa Securities”) takes no responsibility for the contents of this Circular,makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular.

RIMBUNAN SAWIT BERHAD (Company No. 691393-U)(Incorporated in Malaysia)

CIRCULAR TO SHAREHOLDERS IN RELATION TO

PART A

(I) PROPOSED DISPOSAL OF ALL RIGHTS, TITLE AND INTERESTS IN RELATION TO THE SIMUNJAN ESTATE VIA AN ABSOLUTE ASSIGNMENT, DEVELOPMENT COSTS, BIOLOGICAL ASSETS, COMMERCIAL RIGHTS AND ALL THE FIXTURES AND FITTINGS RELATING THERETO BY RIMBUNAN SAWIT BERHAD (“RSB”) TO TIASA MESRA SDN BHD, FOR A CASH CONSIDERATION OF RM150.0 MILLION;

(II) PROPOSED ACQUISITION OF A PARCEL OF 67.5 HECTARES LAND (WHICH CURRENTLY FORMS PART OF PARENT LOT 248 BLOCK 4 STUNGKOR LAND DISTRICT, LUNDU, KUCHING DIVISION, SARAWAK) TOGETHER WITH A PALM OIL MILL (INCLUDING WORKERS’ QUARTERS) ERECTED THEREON AND PLANTATION ASSETS BY RSB LUNDU PALM OIL MILL SDN BHD, A WHOLLY-OWNED SUBSIDIARY OF RSB, FROM R H LUNDU PALM OIL MILL SDN BHD, FOR A TOTAL CASH CONSIDERATION OF RM33.7 MILLION; AND

(III) PROPOSED ACQUISITION OF 100,000 ORDINARY SHARES IN SASTAT HOLDINGS SDN BHD (“SHSB”), REPRESENTING THE ENTIRE EQUITY INTEREST IN SHSB, BY RSB FROM PERTUMBUHAN ABADI ASIA SDN BHD, TECK SING LIK ENTERPRISE SDN BHD AND TAN SRI DATUK SIR DIONG HIEW KING @ TIONG HIEW KING, FOR A TOTAL CASH CONSIDERATION OF RM17.0 MILLION

(COLLECTIVELY REFERRED TO AS “PROPOSALS”)

PART B

INDEPENDENT ADVICE LETTER FROM MERCURY SECURITIES SDN BHD TO THE NON-INTERESTED SHAREHOLDERS OF RSB IN RELATION TO THE PROPOSALS

AND

NOTICE OF EXTRAORDINARY GENERAL MEETINGPrincipal Adviser Independent Adviser

MERCURY SECURITIES SDN BHD(Company No.113193-W)

(A Participating Organisation of Bursa Malaysia Securities Berhad)

The resolutions pertaining to the Proposals will be tabled for your consideration at the extraordinary general meeting (“EGM”) of RSB to be held at Level 2, North Wing, Menara Rimbunan Hijau, 101, Pusat Suria Permata, Jalan Upper Lanang, 96000, Sibu, Sarawak on Thursday, 27 July 2017 at 11.00 a.m. or any adjournment thereof. The Notice of EGM and the Form of Proxy are enclosed in this Circular.

A member entitled to attend and vote at the forthcoming EGM is entitled to appoint more than 1 proxy to vote on his/her behalf. In such event, the completed Form of Proxy must be lodged at the registered office of RSB at North Wing, Menara Rimbunan Hijau, 101, Pusat Suria Permata, Jalan Upper Lanang, 96000, Sibu, Sarawak not less than 48 hours before the appointed time of the EGM or any adjournment thereof. The lodging of the Form of Proxy will not preclude you from attending and voting in person at the EGM should you subsequently wish to do so.

Last date and time to lodge the Form of Proxy : Tuesday, 25 July 2017 at 11.00 a.m.Date and time of the EGM : Thursday, 27 July 2017 at 11.00 a.m.

This Circular is dated 10 July 2017

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

IF YOU ARE IN ANY DOUBT AS TO THE COURSE OF ACTION TO BE TAKEN, YOU SHOULD CONSULTYOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL ADVISERS IMMEDIATELY.Bursa Malaysia Securities Berhad (“Bursa Securities”) takes no responsibility for the contents of this Circular,makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular.

RIMBUNAN SAWIT BERHAD (Company No. 691393-U)(Incorporated in Malaysia)

CIRCULAR TO SHAREHOLDERS IN RELATION TO

PART A

(I) PROPOSED DISPOSAL OF ALL RIGHTS, TITLE AND INTERESTS IN RELATION TO THE SIMUNJAN ESTATE VIA AN ABSOLUTE ASSIGNMENT, DEVELOPMENT COSTS, BIOLOGICAL ASSETS, COMMERCIAL RIGHTS AND ALL THE FIXTURES AND FITTINGS RELATING THERETO BY RIMBUNAN SAWIT BERHAD (“RSB”) TO TIASA MESRA SDN BHD, FOR A CASH CONSIDERATION OF RM150.0 MILLION;

(II) PROPOSED ACQUISITION OF A PARCEL OF 67.5 HECTARES LAND (WHICH CURRENTLY FORMS PART OF PARENT LOT 248 BLOCK 4 STUNGKOR LAND DISTRICT, LUNDU, KUCHING DIVISION, SARAWAK) TOGETHER WITH A PALM OIL MILL (INCLUDING WORKERS’ QUARTERS) ERECTED THEREON AND PLANTATION ASSETS BY RSB LUNDU PALM OIL MILL SDN BHD, A WHOLLY-OWNED SUBSIDIARY OF RSB, FROM R H LUNDU PALM OIL MILL SDN BHD, FOR A TOTAL CASH CONSIDERATION OF RM33.7 MILLION; AND

(III) PROPOSED ACQUISITION OF 100,000 ORDINARY SHARES IN SASTAT HOLDINGS SDN BHD (“SHSB”), REPRESENTING THE ENTIRE EQUITY INTEREST IN SHSB, BY RSB FROM PERTUMBUHAN ABADI ASIA SDN BHD, TECK SING LIK ENTERPRISE SDN BHD AND TAN SRI DATUK SIR DIONG HIEW KING @ TIONG HIEW KING, FOR A TOTAL CASH CONSIDERATION OF RM17.0 MILLION

(COLLECTIVELY REFERRED TO AS “PROPOSALS”)

PART B

INDEPENDENT ADVICE LETTER FROM MERCURY SECURITIES SDN BHD TO THE NON-INTERESTED SHAREHOLDERS OF RSB IN RELATION TO THE PROPOSALS

AND

NOTICE OF EXTRAORDINARY GENERAL MEETINGPrincipal Adviser Independent Adviser

MERCURY SECURITIES SDN BHD(Company No.113193-W)

(A Participating Organisation of Bursa Malaysia Securities Berhad)

The resolutions pertaining to the Proposals will be tabled for your consideration at the extraordinary general meeting (“EGM”) of RSB to be held at Level 2, North Wing, Menara Rimbunan Hijau, 101, Pusat Suria Permata, Jalan Upper Lanang, 96000, Sibu, Sarawak on Thursday, 27 July 2017 at 11.00 a.m. or any adjournment thereof. The Notice of EGM and the Form of Proxy are enclosed in this Circular.

A member entitled to attend and vote at the forthcoming EGM is entitled to appoint more than 1 proxy to vote on his/her behalf. In such event, the completed Form of Proxy must be lodged at the registered office of RSB at North Wing, Menara Rimbunan Hijau, 101, Pusat Suria Permata, Jalan Upper Lanang, 96000, Sibu, Sarawak not less than 48 hours before the appointed time of the EGM or any adjournment thereof. The lodging of the Form of Proxy will not preclude you from attending and voting in person at the EGM should you subsequently wish to do so.

Last date and time to lodge the Form of Proxy : Tuesday, 25 July 2017 at 11.00 a.m.Date and time of the EGM : Thursday, 27 July 2017 at 11.00 a.m.

This Circular is dated 10 July 2017

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

IF YOU ARE IN ANY DOUBT AS TO THE COURSE OF ACTION TO BE TAKEN, YOU SHOULD CONSULTYOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL ADVISERS IMMEDIATELY.Bursa Malaysia Securities Berhad (“Bursa Securities”) takes no responsibility for the contents of this Circular,makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular.

RIMBUNAN SAWIT BERHAD (Company No. 691393-U)(Incorporated in Malaysia)

CIRCULAR TO SHAREHOLDERS IN RELATION TO

PART A

(I) PROPOSED DISPOSAL OF ALL RIGHTS, TITLE AND INTERESTS IN RELATION TO THE SIMUNJAN ESTATE VIA AN ABSOLUTE ASSIGNMENT, DEVELOPMENT COSTS, BIOLOGICAL ASSETS, COMMERCIAL RIGHTS AND ALL THE FIXTURES AND FITTINGS RELATING THERETO BY RIMBUNAN SAWIT BERHAD (“RSB”) TO TIASA MESRA SDN BHD, FOR A CASH CONSIDERATION OF RM150.0 MILLION;

(II) PROPOSED ACQUISITION OF A PARCEL OF 67.5 HECTARES LAND (WHICH CURRENTLY FORMS PART OF PARENT LOT 248 BLOCK 4 STUNGKOR LAND DISTRICT, LUNDU, KUCHING DIVISION, SARAWAK) TOGETHER WITH A PALM OIL MILL (INCLUDING WORKERS’ QUARTERS) ERECTED THEREON AND PLANTATION ASSETS BY RSB LUNDU PALM OIL MILL SDN BHD, A WHOLLY-OWNED SUBSIDIARY OF RSB, FROM R H LUNDU PALM OIL MILL SDN BHD, FOR A TOTAL CASH CONSIDERATION OF RM33.7 MILLION; AND

(III) PROPOSED ACQUISITION OF 100,000 ORDINARY SHARES IN SASTAT HOLDINGS SDN BHD (“SHSB”), REPRESENTING THE ENTIRE EQUITY INTEREST IN SHSB, BY RSB FROM PERTUMBUHAN ABADI ASIA SDN BHD, TECK SING LIK ENTERPRISE SDN BHD AND TAN SRI DATUK SIR DIONG HIEW KING @ TIONG HIEW KING, FOR A TOTAL CASH CONSIDERATION OF RM17.0 MILLION

(COLLECTIVELY REFERRED TO AS “PROPOSALS”)

PART B

INDEPENDENT ADVICE LETTER FROM MERCURY SECURITIES SDN BHD TO THE NON-INTERESTED SHAREHOLDERS OF RSB IN RELATION TO THE PROPOSALS

AND

NOTICE OF EXTRAORDINARY GENERAL MEETINGPrincipal Adviser Independent Adviser

MERCURY SECURITIES SDN BHD(Company No.113193-W)

(A Participating Organisation of Bursa Malaysia Securities Berhad)

The resolutions pertaining to the Proposals will be tabled for your consideration at the extraordinary general meeting (“EGM”) of RSB to be held at Level 2, North Wing, Menara Rimbunan Hijau, 101, Pusat Suria Permata, Jalan Upper Lanang, 96000, Sibu, Sarawak on Thursday, 27 July 2017 at 11.00 a.m. or any adjournment thereof. The Notice of EGM and the Form of Proxy are enclosed in this Circular.

A member entitled to attend and vote at the forthcoming EGM is entitled to appoint more than 1 proxy to vote on his/her behalf. In such event, the completed Form of Proxy must be lodged at the registered office of RSB at North Wing, Menara Rimbunan Hijau, 101, Pusat Suria Permata, Jalan Upper Lanang, 96000, Sibu, Sarawak not less than 48 hours before the appointed time of the EGM or any adjournment thereof. The lodging of the Form of Proxy will not preclude you from attending and voting in person at the EGM should you subsequently wish to do so.

Last date and time to lodge the Form of Proxy : Tuesday, 25 July 2017 at 11.00 a.m.Date and time of the EGM : Thursday, 27 July 2017 at 11.00 a.m.

This Circular is dated 10 July 2017

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

IF YOU ARE IN ANY DOUBT AS TO THE COURSE OF ACTION TO BE TAKEN, YOU SHOULD CONSULTYOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL ADVISERS IMMEDIATELY.Bursa Malaysia Securities Berhad (“Bursa Securities”) takes no responsibility for the contents of this Circular,makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular.

RIMBUNAN SAWIT BERHAD (Company No. 691393-U)(Incorporated in Malaysia)

CIRCULAR TO SHAREHOLDERS IN RELATION TO

PART A

(I) PROPOSED DISPOSAL OF ALL RIGHTS, TITLE AND INTERESTS IN RELATION TO THE SIMUNJAN ESTATE VIA AN ABSOLUTE ASSIGNMENT, DEVELOPMENT COSTS, BIOLOGICAL ASSETS, COMMERCIAL RIGHTS AND ALL THE FIXTURES AND FITTINGS RELATING THERETO BY RIMBUNAN SAWIT BERHAD (“RSB”) TO TIASA MESRA SDN BHD, FOR A CASH CONSIDERATION OF RM150.0 MILLION;

(II) PROPOSED ACQUISITION OF A PARCEL OF 67.5 HECTARES LAND (WHICH CURRENTLY FORMS PART OF PARENT LOT 248 BLOCK 4 STUNGKOR LAND DISTRICT, LUNDU, KUCHING DIVISION, SARAWAK) TOGETHER WITH A PALM OIL MILL (INCLUDING WORKERS’ QUARTERS) ERECTED THEREON AND PLANTATION ASSETS BY RSB LUNDU PALM OIL MILL SDN BHD, A WHOLLY-OWNED SUBSIDIARY OF RSB, FROM R H LUNDU PALM OIL MILL SDN BHD, FOR A TOTAL CASH CONSIDERATION OF RM33.7 MILLION; AND

(III) PROPOSED ACQUISITION OF 100,000 ORDINARY SHARES IN SASTAT HOLDINGS SDN BHD (“SHSB”), REPRESENTING THE ENTIRE EQUITY INTEREST IN SHSB, BY RSB FROM PERTUMBUHAN ABADI ASIA SDN BHD, TECK SING LIK ENTERPRISE SDN BHD AND TAN SRI DATUK SIR DIONG HIEW KING @ TIONG HIEW KING, FOR A TOTAL CASH CONSIDERATION OF RM17.0 MILLION

(COLLECTIVELY REFERRED TO AS “PROPOSALS”)

PART B

INDEPENDENT ADVICE LETTER FROM MERCURY SECURITIES SDN BHD TO THE NON-INTERESTED SHAREHOLDERS OF RSB IN RELATION TO THE PROPOSALS

AND

NOTICE OF EXTRAORDINARY GENERAL MEETINGPrincipal Adviser Independent Adviser

MERCURY SECURITIES SDN BHD(Company No.113193-W)

(A Participating Organisation of Bursa Malaysia Securities Berhad)

The resolutions pertaining to the Proposals will be tabled for your consideration at the extraordinary general meeting (“EGM”) of RSB to be held at Level 2, North Wing, Menara Rimbunan Hijau, 101, Pusat Suria Permata, Jalan Upper Lanang, 96000, Sibu, Sarawak on Thursday, 27 July 2017 at 11.00 a.m. or any adjournment thereof. The Notice of EGM and the Form of Proxy are enclosed in this Circular.

A member entitled to attend and vote at the forthcoming EGM is entitled to appoint more than 1 proxy to vote on his/her behalf. In such event, the completed Form of Proxy must be lodged at the registered office of RSB at North Wing, Menara Rimbunan Hijau, 101, Pusat Suria Permata, Jalan Upper Lanang, 96000, Sibu, Sarawak not less than 48 hours before the appointed time of the EGM or any adjournment thereof. The lodging of the Form of Proxy will not preclude you from attending and voting in person at the EGM should you subsequently wish to do so.

Last date and time to lodge the Form of Proxy : Tuesday, 25 July 2017 at 11.00 a.m.Date and time of the EGM : Thursday, 27 July 2017 at 11.00 a.m.

This Circular is dated 10 July 2017

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

IF YOU ARE IN ANY DOUBT AS TO THE COURSE OF ACTION TO BE TAKEN, YOU SHOULD CONSULTYOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL ADVISERS IMMEDIATELY.Bursa Malaysia Securities Berhad (“Bursa Securities”) takes no responsibility for the contents of this Circular,makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular.

RIMBUNAN SAWIT BERHAD (Company No. 691393-U)(Incorporated in Malaysia)

CIRCULAR TO SHAREHOLDERS IN RELATION TO

PART A

(I) PROPOSED DISPOSAL OF ALL RIGHTS, TITLE AND INTERESTS IN RELATION TO THE SIMUNJAN ESTATE VIA AN ABSOLUTE ASSIGNMENT, DEVELOPMENT COSTS, BIOLOGICAL ASSETS, COMMERCIAL RIGHTS AND ALL THE FIXTURES AND FITTINGS RELATING THERETO BY RIMBUNAN SAWIT BERHAD (“RSB”) TO TIASA MESRA SDN BHD, FOR A CASH CONSIDERATION OF RM150.0 MILLION;

(II) PROPOSED ACQUISITION OF A PARCEL OF 67.5 HECTARES LAND (WHICH CURRENTLY FORMS PART OF PARENT LOT 248 BLOCK 4 STUNGKOR LAND DISTRICT, LUNDU, KUCHING DIVISION, SARAWAK) TOGETHER WITH A PALM OIL MILL (INCLUDING WORKERS’ QUARTERS) ERECTED THEREON AND PLANTATION ASSETS BY RSB LUNDU PALM OIL MILL SDN BHD, A WHOLLY-OWNED SUBSIDIARY OF RSB, FROM R H LUNDU PALM OIL MILL SDN BHD, FOR A TOTAL CASH CONSIDERATION OF RM33.7 MILLION; AND

(III) PROPOSED ACQUISITION OF 100,000 ORDINARY SHARES IN SASTAT HOLDINGS SDN BHD (“SHSB”), REPRESENTING THE ENTIRE EQUITY INTEREST IN SHSB, BY RSB FROM PERTUMBUHAN ABADI ASIA SDN BHD, TECK SING LIK ENTERPRISE SDN BHD AND TAN SRI DATUK SIR DIONG HIEW KING @ TIONG HIEW KING, FOR A TOTAL CASH CONSIDERATION OF RM17.0 MILLION

(COLLECTIVELY REFERRED TO AS “PROPOSALS”)

PART B

INDEPENDENT ADVICE LETTER FROM MERCURY SECURITIES SDN BHD TO THE NON-INTERESTED SHAREHOLDERS OF RSB IN RELATION TO THE PROPOSALS

AND

NOTICE OF EXTRAORDINARY GENERAL MEETINGPrincipal Adviser Independent Adviser

MERCURY SECURITIES SDN BHD(Company No.113193-W)

(A Participating Organisation of Bursa Malaysia Securities Berhad)

The resolutions pertaining to the Proposals will be tabled for your consideration at the extraordinary general meeting (“EGM”) of RSB to be held at Level 2, North Wing, Menara Rimbunan Hijau, 101, Pusat Suria Permata, Jalan Upper Lanang, 96000, Sibu, Sarawak on Thursday, 27 July 2017 at 11.00 a.m. or any adjournment thereof. The Notice of EGM and the Form of Proxy are enclosed in this Circular.

A member entitled to attend and vote at the forthcoming EGM is entitled to appoint more than 1 proxy to vote on his/her behalf. In such event, the completed Form of Proxy must be lodged at the registered office of RSB at North Wing, Menara Rimbunan Hijau, 101, Pusat Suria Permata, Jalan Upper Lanang, 96000, Sibu, Sarawak not less than 48 hours before the appointed time of the EGM or any adjournment thereof. The lodging of the Form of Proxy will not preclude you from attending and voting in person at the EGM should you subsequently wish to do so.

Last date and time to lodge the Form of Proxy : Tuesday, 25 July 2017 at 11.00 a.m.Date and time of the EGM : Thursday, 27 July 2017 at 11.00 a.m.

This Circular is dated 10 July 2017

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

IF YOU ARE IN ANY DOUBT AS TO THE COURSE OF ACTION TO BE TAKEN, YOU SHOULD CONSULTYOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL ADVISERS IMMEDIATELY.Bursa Malaysia Securities Berhad (“Bursa Securities”) takes no responsibility for the contents of this Circular,makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular.

RIMBUNAN SAWIT BERHAD (Company No. 691393-U)(Incorporated in Malaysia)

CIRCULAR TO SHAREHOLDERS IN RELATION TO

PART A

(I) PROPOSED DISPOSAL OF ALL RIGHTS, TITLE AND INTERESTS IN RELATION TO THE SIMUNJAN ESTATE VIA AN ABSOLUTE ASSIGNMENT, DEVELOPMENT COSTS, BIOLOGICAL ASSETS, COMMERCIAL RIGHTS AND ALL THE FIXTURES AND FITTINGS RELATING THERETO BY RIMBUNAN SAWIT BERHAD (“RSB”) TO TIASA MESRA SDN BHD, FOR A CASH CONSIDERATION OF RM150.0 MILLION;

(II) PROPOSED ACQUISITION OF A PARCEL OF 67.5 HECTARES LAND (WHICH CURRENTLY FORMS PART OF PARENT LOT 248 BLOCK 4 STUNGKOR LAND DISTRICT, LUNDU, KUCHING DIVISION, SARAWAK) TOGETHER WITH A PALM OIL MILL (INCLUDING WORKERS’ QUARTERS) ERECTED THEREON AND PLANTATION ASSETS BY RSB LUNDU PALM OIL MILL SDN BHD, A WHOLLY-OWNED SUBSIDIARY OF RSB, FROM R H LUNDU PALM OIL MILL SDN BHD, FOR A TOTAL CASH CONSIDERATION OF RM33.7 MILLION; AND

(III) PROPOSED ACQUISITION OF 100,000 ORDINARY SHARES IN SASTAT HOLDINGS SDN BHD (“SHSB”), REPRESENTING THE ENTIRE EQUITY INTEREST IN SHSB, BY RSB FROM PERTUMBUHAN ABADI ASIA SDN BHD, TECK SING LIK ENTERPRISE SDN BHD AND TAN SRI DATUK SIR DIONG HIEW KING @ TIONG HIEW KING, FOR A TOTAL CASH CONSIDERATION OF RM17.0 MILLION

(COLLECTIVELY REFERRED TO AS “PROPOSALS”)

PART B

INDEPENDENT ADVICE LETTER FROM MERCURY SECURITIES SDN BHD TO THE NON-INTERESTED SHAREHOLDERS OF RSB IN RELATION TO THE PROPOSALS

AND

NOTICE OF EXTRAORDINARY GENERAL MEETINGPrincipal Adviser Independent Adviser

MERCURY SECURITIES SDN BHD(Company No.113193-W)

(A Participating Organisation of Bursa Malaysia Securities Berhad)

The resolutions pertaining to the Proposals will be tabled for your consideration at the extraordinary general meeting (“EGM”) of RSB to be held at Level 2, North Wing, Menara Rimbunan Hijau, 101, Pusat Suria Permata, Jalan Upper Lanang, 96000, Sibu, Sarawak on Thursday, 27 July 2017 at 11.00 a.m. or any adjournment thereof. The Notice of EGM and the Form of Proxy are enclosed in this Circular.

A member entitled to attend and vote at the forthcoming EGM is entitled to appoint more than 1 proxy to vote on his/her behalf. In such event, the completed Form of Proxy must be lodged at the registered office of RSB at North Wing, Menara Rimbunan Hijau, 101, Pusat Suria Permata, Jalan Upper Lanang, 96000, Sibu, Sarawak not less than 48 hours before the appointed time of the EGM or any adjournment thereof. The lodging of the Form of Proxy will not preclude you from attending and voting in person at the EGM should you subsequently wish to do so.

Last date and time to lodge the Form of Proxy : Tuesday, 25 July 2017 at 11.00 a.m.Date and time of the EGM : Thursday, 27 July 2017 at 11.00 a.m.

This Circular is dated 10 July 2017

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

IF YOU ARE IN ANY DOUBT AS TO THE COURSE OF ACTION TO BE TAKEN, YOU SHOULD CONSULTYOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL ADVISERS IMMEDIATELY.Bursa Malaysia Securities Berhad (“Bursa Securities”) takes no responsibility for the contents of this Circular,makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular.

RIMBUNAN SAWIT BERHAD (Company No. 691393-U)(Incorporated in Malaysia)

CIRCULAR TO SHAREHOLDERS IN RELATION TO

PART A

(I) PROPOSED DISPOSAL OF ALL RIGHTS, TITLE AND INTERESTS IN RELATION TO THE SIMUNJAN ESTATE VIA AN ABSOLUTE ASSIGNMENT, DEVELOPMENT COSTS, BIOLOGICAL ASSETS, COMMERCIAL RIGHTS AND ALL THE FIXTURES AND FITTINGS RELATING THERETO BY RIMBUNAN SAWIT BERHAD (“RSB”) TO TIASA MESRA SDN BHD, FOR A CASH CONSIDERATION OF RM150.0 MILLION;

(II) PROPOSED ACQUISITION OF A PARCEL OF 67.5 HECTARES LAND (WHICH CURRENTLY FORMS PART OF PARENT LOT 248 BLOCK 4 STUNGKOR LAND DISTRICT, LUNDU, KUCHING DIVISION, SARAWAK) TOGETHER WITH A PALM OIL MILL (INCLUDING WORKERS’ QUARTERS) ERECTED THEREON AND PLANTATION ASSETS BY RSB LUNDU PALM OIL MILL SDN BHD, A WHOLLY-OWNED SUBSIDIARY OF RSB, FROM R H LUNDU PALM OIL MILL SDN BHD, FOR A TOTAL CASH CONSIDERATION OF RM33.7 MILLION; AND

(III) PROPOSED ACQUISITION OF 100,000 ORDINARY SHARES IN SASTAT HOLDINGS SDN BHD (“SHSB”), REPRESENTING THE ENTIRE EQUITY INTEREST IN SHSB, BY RSB FROM PERTUMBUHAN ABADI ASIA SDN BHD, TECK SING LIK ENTERPRISE SDN BHD AND TAN SRI DATUK SIR DIONG HIEW KING @ TIONG HIEW KING, FOR A TOTAL CASH CONSIDERATION OF RM17.0 MILLION

(COLLECTIVELY REFERRED TO AS “PROPOSALS”)

PART B

INDEPENDENT ADVICE LETTER FROM MERCURY SECURITIES SDN BHD TO THE NON-INTERESTED SHAREHOLDERS OF RSB IN RELATION TO THE PROPOSALS

AND

NOTICE OF EXTRAORDINARY GENERAL MEETINGPrincipal Adviser Independent Adviser

MERCURY SECURITIES SDN BHD(Company No.113193-W)

(A Participating Organisation of Bursa Malaysia Securities Berhad)

The resolutions pertaining to the Proposals will be tabled for your consideration at the extraordinary general meeting (“EGM”) of RSB to be held at Level 2, North Wing, Menara Rimbunan Hijau, 101, Pusat Suria Permata, Jalan Upper Lanang, 96000, Sibu, Sarawak on Thursday, 27 July 2017 at 11.00 a.m. or any adjournment thereof. The Notice of EGM and the Form of Proxy are enclosed in this Circular.

A member entitled to attend and vote at the forthcoming EGM is entitled to appoint more than 1 proxy to vote on his/her behalf. In such event, the completed Form of Proxy must be lodged at the registered office of RSB at North Wing, Menara Rimbunan Hijau, 101, Pusat Suria Permata, Jalan Upper Lanang, 96000, Sibu, Sarawak not less than 48 hours before the appointed time of the EGM or any adjournment thereof. The lodging of the Form of Proxy will not preclude you from attending and voting in person at the EGM should you subsequently wish to do so.

Last date and time to lodge the Form of Proxy : Tuesday, 25 July 2017 at 11.00 a.m.Date and time of the EGM : Thursday, 27 July 2017 at 11.00 a.m.

This Circular is dated 10 July 2017

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

IF YOU ARE IN ANY DOUBT AS TO THE COURSE OF ACTION TO BE TAKEN, YOU SHOULD CONSULTYOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL ADVISERS IMMEDIATELY.Bursa Malaysia Securities Berhad (“Bursa Securities”) takes no responsibility for the contents of this Circular,makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular.

RIMBUNAN SAWIT BERHAD (Company No. 691393-U)(Incorporated in Malaysia)

CIRCULAR TO SHAREHOLDERS IN RELATION TO

PART A

(I) PROPOSED DISPOSAL OF ALL RIGHTS, TITLE AND INTERESTS IN RELATION TO THE SIMUNJAN ESTATE VIA AN ABSOLUTE ASSIGNMENT, DEVELOPMENT COSTS, BIOLOGICAL ASSETS, COMMERCIAL RIGHTS AND ALL THE FIXTURES AND FITTINGS RELATING THERETO BY RIMBUNAN SAWIT BERHAD (“RSB”) TO TIASA MESRA SDN BHD, FOR A CASH CONSIDERATION OF RM150.0 MILLION;

(II) PROPOSED ACQUISITION OF A PARCEL OF 67.5 HECTARES LAND (WHICH CURRENTLY FORMS PART OF PARENT LOT 248 BLOCK 4 STUNGKOR LAND DISTRICT, LUNDU, KUCHING DIVISION, SARAWAK) TOGETHER WITH A PALM OIL MILL (INCLUDING WORKERS’ QUARTERS) ERECTED THEREON AND PLANTATION ASSETS BY RSB LUNDU PALM OIL MILL SDN BHD, A WHOLLY-OWNED SUBSIDIARY OF RSB, FROM R H LUNDU PALM OIL MILL SDN BHD, FOR A TOTAL CASH CONSIDERATION OF RM33.7 MILLION; AND

(III) PROPOSED ACQUISITION OF 100,000 ORDINARY SHARES IN SASTAT HOLDINGS SDN BHD (“SHSB”), REPRESENTING THE ENTIRE EQUITY INTEREST IN SHSB, BY RSB FROM PERTUMBUHAN ABADI ASIA SDN BHD, TECK SING LIK ENTERPRISE SDN BHD AND TAN SRI DATUK SIR DIONG HIEW KING @ TIONG HIEW KING, FOR A TOTAL CASH CONSIDERATION OF RM17.0 MILLION

(COLLECTIVELY REFERRED TO AS “PROPOSALS”)

PART B

INDEPENDENT ADVICE LETTER FROM MERCURY SECURITIES SDN BHD TO THE NON-INTERESTED SHAREHOLDERS OF RSB IN RELATION TO THE PROPOSALS

AND

NOTICE OF EXTRAORDINARY GENERAL MEETINGPrincipal Adviser Independent Adviser

MERCURY SECURITIES SDN BHD(Company No.113193-W)

(A Participating Organisation of Bursa Malaysia Securities Berhad)

The resolutions pertaining to the Proposals will be tabled for your consideration at the extraordinary general meeting (“EGM”) of RSB to be held at Level 2, North Wing, Menara Rimbunan Hijau, 101, Pusat Suria Permata, Jalan Upper Lanang, 96000, Sibu, Sarawak on Thursday, 27 July 2017 at 11.00 a.m. or any adjournment thereof. The Notice of EGM and the Form of Proxy are enclosed in this Circular.

A member entitled to attend and vote at the forthcoming EGM is entitled to appoint more than 1 proxy to vote on his/her behalf. In such event, the completed Form of Proxy must be lodged at the registered office of RSB at North Wing, Menara Rimbunan Hijau, 101, Pusat Suria Permata, Jalan Upper Lanang, 96000, Sibu, Sarawak not less than 48 hours before the appointed time of the EGM or any adjournment thereof. The lodging of the Form of Proxy will not preclude you from attending and voting in person at the EGM should you subsequently wish to do so.

Last date and time to lodge the Form of Proxy : Tuesday, 25 July 2017 at 11.00 a.m.Date and time of the EGM : Thursday, 27 July 2017 at 11.00 a.m.

This Circular is dated 10 July 2017

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

IF YOU ARE IN ANY DOUBT AS TO THE COURSE OF ACTION TO BE TAKEN, YOU SHOULD CONSULTYOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL ADVISERS IMMEDIATELY.Bursa Malaysia Securities Berhad (“Bursa Securities”) takes no responsibility for the contents of this Circular,makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular.

RIMBUNAN SAWIT BERHAD (Company No. 691393-U)(Incorporated in Malaysia)

CIRCULAR TO SHAREHOLDERS IN RELATION TO

PART A

(I) PROPOSED DISPOSAL OF ALL RIGHTS, TITLE AND INTERESTS IN RELATION TO THE SIMUNJAN ESTATE VIA AN ABSOLUTE ASSIGNMENT, DEVELOPMENT COSTS, BIOLOGICAL ASSETS, COMMERCIAL RIGHTS AND ALL THE FIXTURES AND FITTINGS RELATING THERETO BY RIMBUNAN SAWIT BERHAD (“RSB”) TO TIASA MESRA SDN BHD, FOR A CASH CONSIDERATION OF RM150.0 MILLION;

(II) PROPOSED ACQUISITION OF A PARCEL OF 67.5 HECTARES LAND (WHICH CURRENTLY FORMS PART OF PARENT LOT 248 BLOCK 4 STUNGKOR LAND DISTRICT, LUNDU, KUCHING DIVISION, SARAWAK) TOGETHER WITH A PALM OIL MILL (INCLUDING WORKERS’ QUARTERS) ERECTED THEREON AND PLANTATION ASSETS BY RSB LUNDU PALM OIL MILL SDN BHD, A WHOLLY-OWNED SUBSIDIARY OF RSB, FROM R H LUNDU PALM OIL MILL SDN BHD, FOR A TOTAL CASH CONSIDERATION OF RM33.7 MILLION; AND

(III) PROPOSED ACQUISITION OF 100,000 ORDINARY SHARES IN SASTAT HOLDINGS SDN BHD (“SHSB”), REPRESENTING THE ENTIRE EQUITY INTEREST IN SHSB, BY RSB FROM PERTUMBUHAN ABADI ASIA SDN BHD, TECK SING LIK ENTERPRISE SDN BHD AND TAN SRI DATUK SIR DIONG HIEW KING @ TIONG HIEW KING, FOR A TOTAL CASH CONSIDERATION OF RM17.0 MILLION

(COLLECTIVELY REFERRED TO AS “PROPOSALS”)

PART B

INDEPENDENT ADVICE LETTER FROM MERCURY SECURITIES SDN BHD TO THE NON-INTERESTED SHAREHOLDERS OF RSB IN RELATION TO THE PROPOSALS

AND

NOTICE OF EXTRAORDINARY GENERAL MEETINGPrincipal Adviser Independent Adviser

MERCURY SECURITIES SDN BHD(Company No.113193-W)

(A Participating Organisation of Bursa Malaysia Securities Berhad)

The resolutions pertaining to the Proposals will be tabled for your consideration at the extraordinary general meeting (“EGM”) of RSB to be held at Level 2, North Wing, Menara Rimbunan Hijau, 101, Pusat Suria Permata, Jalan Upper Lanang, 96000, Sibu, Sarawak on Thursday, 27 July 2017 at 11.00 a.m. or any adjournment thereof. The Notice of EGM and the Form of Proxy are enclosed in this Circular.

A member entitled to attend and vote at the forthcoming EGM is entitled to appoint more than 1 proxy to vote on his/her behalf. In such event, the completed Form of Proxy must be lodged at the registered office of RSB at North Wing, Menara Rimbunan Hijau, 101, Pusat Suria Permata, Jalan Upper Lanang, 96000, Sibu, Sarawak not less than 48 hours before the appointed time of the EGM or any adjournment thereof. The lodging of the Form of Proxy will not preclude you from attending and voting in person at the EGM should you subsequently wish to do so.

Last date and time to lodge the Form of Proxy : Tuesday, 25 July 2017 at 11.00 a.m.Date and time of the EGM : Thursday, 27 July 2017 at 11.00 a.m.

This Circular is dated 10 July 2017

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

IF YOU ARE IN ANY DOUBT AS TO THE COURSE OF ACTION TO BE TAKEN, YOU SHOULD CONSULTYOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL ADVISERS IMMEDIATELY.Bursa Malaysia Securities Berhad (“Bursa Securities”) takes no responsibility for the contents of this Circular,makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular.

RIMBUNAN SAWIT BERHAD (Company No. 691393-U)(Incorporated in Malaysia)

CIRCULAR TO SHAREHOLDERS IN RELATION TO

PART A

(I) PROPOSED DISPOSAL OF ALL RIGHTS, TITLE AND INTERESTS IN RELATION TO THE SIMUNJAN ESTATE VIA AN ABSOLUTE ASSIGNMENT, DEVELOPMENT COSTS, BIOLOGICAL ASSETS, COMMERCIAL RIGHTS AND ALL THE FIXTURES AND FITTINGS RELATING THERETO BY RIMBUNAN SAWIT BERHAD (“RSB”) TO TIASA MESRA SDN BHD, FOR A CASH CONSIDERATION OF RM150.0 MILLION;

(II) PROPOSED ACQUISITION OF A PARCEL OF 67.5 HECTARES LAND (WHICH CURRENTLY FORMS PART OF PARENT LOT 248 BLOCK 4 STUNGKOR LAND DISTRICT, LUNDU, KUCHING DIVISION, SARAWAK) TOGETHER WITH A PALM OIL MILL (INCLUDING WORKERS’ QUARTERS) ERECTED THEREON AND PLANTATION ASSETS BY RSB LUNDU PALM OIL MILL SDN BHD, A WHOLLY-OWNED SUBSIDIARY OF RSB, FROM R H LUNDU PALM OIL MILL SDN BHD, FOR A TOTAL CASH CONSIDERATION OF RM33.7 MILLION; AND

(III) PROPOSED ACQUISITION OF 100,000 ORDINARY SHARES IN SASTAT HOLDINGS SDN BHD (“SHSB”), REPRESENTING THE ENTIRE EQUITY INTEREST IN SHSB, BY RSB FROM PERTUMBUHAN ABADI ASIA SDN BHD, TECK SING LIK ENTERPRISE SDN BHD AND TAN SRI DATUK SIR DIONG HIEW KING @ TIONG HIEW KING, FOR A TOTAL CASH CONSIDERATION OF RM17.0 MILLION

(COLLECTIVELY REFERRED TO AS “PROPOSALS”)

PART B

INDEPENDENT ADVICE LETTER FROM MERCURY SECURITIES SDN BHD TO THE NON-INTERESTED SHAREHOLDERS OF RSB IN RELATION TO THE PROPOSALS

AND

NOTICE OF EXTRAORDINARY GENERAL MEETINGPrincipal Adviser Independent Adviser

MERCURY SECURITIES SDN BHD(Company No.113193-W)

(A Participating Organisation of Bursa Malaysia Securities Berhad)

The resolutions pertaining to the Proposals will be tabled for your consideration at the extraordinary general meeting (“EGM”) of RSB to be held at Level 2, North Wing, Menara Rimbunan Hijau, 101, Pusat Suria Permata, Jalan Upper Lanang, 96000, Sibu, Sarawak on Thursday, 27 July 2017 at 11.00 a.m. or any adjournment thereof. The Notice of EGM and the Form of Proxy are enclosed in this Circular.

A member entitled to attend and vote at the forthcoming EGM is entitled to appoint more than 1 proxy to vote on his/her behalf. In such event, the completed Form of Proxy must be lodged at the registered office of RSB at North Wing, Menara Rimbunan Hijau, 101, Pusat Suria Permata, Jalan Upper Lanang, 96000, Sibu, Sarawak not less than 48 hours before the appointed time of the EGM or any adjournment thereof. The lodging of the Form of Proxy will not preclude you from attending and voting in person at the EGM should you subsequently wish to do so.

Last date and time to lodge the Form of Proxy : Tuesday, 25 July 2017 at 11.00 a.m.Date and time of the EGM : Thursday, 27 July 2017 at 11.00 a.m.

This Circular is dated 10 July 2017

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

IF YOU ARE IN ANY DOUBT AS TO THE COURSE OF ACTION TO BE TAKEN, YOU SHOULD CONSULTYOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL ADVISERS IMMEDIATELY.Bursa Malaysia Securities Berhad (“Bursa Securities”) takes no responsibility for the contents of this Circular,makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular.

RIMBUNAN SAWIT BERHAD (Company No. 691393-U)(Incorporated in Malaysia)

CIRCULAR TO SHAREHOLDERS IN RELATION TO

PART A

(I) PROPOSED DISPOSAL OF ALL RIGHTS, TITLE AND INTERESTS IN RELATION TO THE SIMUNJAN ESTATE VIA AN ABSOLUTE ASSIGNMENT, DEVELOPMENT COSTS, BIOLOGICAL ASSETS, COMMERCIAL RIGHTS AND ALL THE FIXTURES AND FITTINGS RELATING THERETO BY RIMBUNAN SAWIT BERHAD (“RSB”) TO TIASA MESRA SDN BHD, FOR A CASH CONSIDERATION OF RM150.0 MILLION;

(II) PROPOSED ACQUISITION OF A PARCEL OF 67.5 HECTARES LAND (WHICH CURRENTLY FORMS PART OF PARENT LOT 248 BLOCK 4 STUNGKOR LAND DISTRICT, LUNDU, KUCHING DIVISION, SARAWAK) TOGETHER WITH A PALM OIL MILL (INCLUDING WORKERS’ QUARTERS) ERECTED THEREON AND PLANTATION ASSETS BY RSB LUNDU PALM OIL MILL SDN BHD, A WHOLLY-OWNED SUBSIDIARY OF RSB, FROM R H LUNDU PALM OIL MILL SDN BHD, FOR A TOTAL CASH CONSIDERATION OF RM33.7 MILLION; AND

(III) PROPOSED ACQUISITION OF 100,000 ORDINARY SHARES IN SASTAT HOLDINGS SDN BHD (“SHSB”), REPRESENTING THE ENTIRE EQUITY INTEREST IN SHSB, BY RSB FROM PERTUMBUHAN ABADI ASIA SDN BHD, TECK SING LIK ENTERPRISE SDN BHD AND TAN SRI DATUK SIR DIONG HIEW KING @ TIONG HIEW KING, FOR A TOTAL CASH CONSIDERATION OF RM17.0 MILLION

(COLLECTIVELY REFERRED TO AS “PROPOSALS”)

PART B

INDEPENDENT ADVICE LETTER FROM MERCURY SECURITIES SDN BHD TO THE NON-INTERESTED SHAREHOLDERS OF RSB IN RELATION TO THE PROPOSALS

AND

NOTICE OF EXTRAORDINARY GENERAL MEETINGPrincipal Adviser Independent Adviser

MERCURY SECURITIES SDN BHD(Company No.113193-W)

(A Participating Organisation of Bursa Malaysia Securities Berhad)

The resolutions pertaining to the Proposals will be tabled for your consideration at the extraordinary general meeting (“EGM”) of RSB to be held at Level 2, North Wing, Menara Rimbunan Hijau, 101, Pusat Suria Permata, Jalan Upper Lanang, 96000, Sibu, Sarawak on Thursday, 27 July 2017 at 11.00 a.m. or any adjournment thereof. The Notice of EGM and the Form of Proxy are enclosed in this Circular.

A member entitled to attend and vote at the forthcoming EGM is entitled to appoint more than 1 proxy to vote on his/her behalf. In such event, the completed Form of Proxy must be lodged at the registered office of RSB at North Wing, Menara Rimbunan Hijau, 101, Pusat Suria Permata, Jalan Upper Lanang, 96000, Sibu, Sarawak not less than 48 hours before the appointed time of the EGM or any adjournment thereof. The lodging of the Form of Proxy will not preclude you from attending and voting in person at the EGM should you subsequently wish to do so.

Last date and time to lodge the Form of Proxy : Tuesday, 25 July 2017 at 11.00 a.m.Date and time of the EGM : Thursday, 27 July 2017 at 11.00 a.m.

This Circular is dated 10 July 2017

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

IF YOU ARE IN ANY DOUBT AS TO THE COURSE OF ACTION TO BE TAKEN, YOU SHOULD CONSULTYOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL ADVISERS IMMEDIATELY.Bursa Malaysia Securities Berhad (“Bursa Securities”) takes no responsibility for the contents of this Circular,makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular.

RIMBUNAN SAWIT BERHAD (Company No. 691393-U)(Incorporated in Malaysia)

CIRCULAR TO SHAREHOLDERS IN RELATION TO

PART A

(I) PROPOSED DISPOSAL OF ALL RIGHTS, TITLE AND INTERESTS IN RELATION TO THE SIMUNJAN ESTATE VIA AN ABSOLUTE ASSIGNMENT, DEVELOPMENT COSTS, BIOLOGICAL ASSETS, COMMERCIAL RIGHTS AND ALL THE FIXTURES AND FITTINGS RELATING THERETO BY RIMBUNAN SAWIT BERHAD (“RSB”) TO TIASA MESRA SDN BHD, FOR A CASH CONSIDERATION OF RM150.0 MILLION;

(II) PROPOSED ACQUISITION OF A PARCEL OF 67.5 HECTARES LAND (WHICH CURRENTLY FORMS PART OF PARENT LOT 248 BLOCK 4 STUNGKOR LAND DISTRICT, LUNDU, KUCHING DIVISION, SARAWAK) TOGETHER WITH A PALM OIL MILL (INCLUDING WORKERS’ QUARTERS) ERECTED THEREON AND PLANTATION ASSETS BY RSB LUNDU PALM OIL MILL SDN BHD, A WHOLLY-OWNED SUBSIDIARY OF RSB, FROM R H LUNDU PALM OIL MILL SDN BHD, FOR A TOTAL CASH CONSIDERATION OF RM33.7 MILLION; AND

(III) PROPOSED ACQUISITION OF 100,000 ORDINARY SHARES IN SASTAT HOLDINGS SDN BHD (“SHSB”), REPRESENTING THE ENTIRE EQUITY INTEREST IN SHSB, BY RSB FROM PERTUMBUHAN ABADI ASIA SDN BHD, TECK SING LIK ENTERPRISE SDN BHD AND TAN SRI DATUK SIR DIONG HIEW KING @ TIONG HIEW KING, FOR A TOTAL CASH CONSIDERATION OF RM17.0 MILLION

(COLLECTIVELY REFERRED TO AS “PROPOSALS”)

PART B

INDEPENDENT ADVICE LETTER FROM MERCURY SECURITIES SDN BHD TO THE NON-INTERESTED SHAREHOLDERS OF RSB IN RELATION TO THE PROPOSALS

AND

NOTICE OF EXTRAORDINARY GENERAL MEETINGPrincipal Adviser Independent Adviser

MERCURY SECURITIES SDN BHD(Company No.113193-W)

(A Participating Organisation of Bursa Malaysia Securities Berhad)

The resolutions pertaining to the Proposals will be tabled for your consideration at the extraordinary general meeting (“EGM”) of RSB to be held at Level 2, North Wing, Menara Rimbunan Hijau, 101, Pusat Suria Permata, Jalan Upper Lanang, 96000, Sibu, Sarawak on Thursday, 27 July 2017 at 11.00 a.m. or any adjournment thereof. The Notice of EGM and the Form of Proxy are enclosed in this Circular.

A member entitled to attend and vote at the forthcoming EGM is entitled to appoint more than 1 proxy to vote on his/her behalf. In such event, the completed Form of Proxy must be lodged at the registered office of RSB at North Wing, Menara Rimbunan Hijau, 101, Pusat Suria Permata, Jalan Upper Lanang, 96000, Sibu, Sarawak not less than 48 hours before the appointed time of the EGM or any adjournment thereof. The lodging of the Form of Proxy will not preclude you from attending and voting in person at the EGM should you subsequently wish to do so.

Last date and time to lodge the Form of Proxy : Tuesday, 25 July 2017 at 11.00 a.m.Date and time of the EGM : Thursday, 27 July 2017 at 11.00 a.m.

This Circular is dated 10 July 2017

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

IF YOU ARE IN ANY DOUBT AS TO THE COURSE OF ACTION TO BE TAKEN, YOU SHOULD CONSULTYOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL ADVISERS IMMEDIATELY.Bursa Malaysia Securities Berhad (“Bursa Securities”) takes no responsibility for the contents of this Circular,makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular.