Download - SIME DARBY PLANTATION SDN BHD - NBPOLDarby Berhad (“ Sime Darby ”) (the ultimate parent company of the Offeror) acknowledging that Sime Darby is keen to make a general offer for

IMPORTANT

If you are in doubt as to any aspect of this Offer, you should consult a member of a stockexchange, or a financial, or legal adviser.

If you have sold or otherwise transferred all your shares in New Britain Palm Oil Limited, pleasesend this document, as soon as possible, to the purchaser or transferee, or to the stockbroker,bank or other agent through whom the sale or transfer was effected for delivery to thepurchaser or transferee. If you have sold or otherwise transferred only part of your holding, youshould retain this document.

FULL OFFER

BY

SIME DARBY PLANTATION SDN BHD

TO

ACQUIRE ALL THE VOTING SHARES IN NEW BRITAIN PALM OIL LIMITED

OFFER DOCUMENT

234009 Project Safari Circular pp01-pp25 21/10/2014 18:14

CONTENTS

Important Notices 3

1. Introduction 5

2. The Offer 5

3. Reasons to accept the Offer 5

4. Date of Offer 7

5. Identity of Offeror and target company 7

6. Consideration 8

7. Offer Period 8

8. How to accept this Offer if you hold NBPOL Shares listed on POMSoX 8

9. How to accept this Offer if you hold NBPOL Shares listed on LSE in Certificated Form or as Depositary Interests 9

10. How to accept this Offer if you are an NBPOL employee and are issued NBPOL Shares pursuant to the LTIP 10

11. The Offerees 11

12. Conditions of the Offer 11

13. Effect of acceptance of the Offer 13

14. Settlement 15

15. Variation 16

16. Withdrawal 16

17. Part sales 16

18. Taxation 17

19. Other statutory information 18

20. Offeror and its directors 18

21. Ownership of shares in NBPOL 18

22. Trading in NBPOL shares 18

23. Agreements to accept this Offer 18

24. Arrangements to pay consideration 19

25. Arrangements between Offeror and NBPOL 19

26. Arrangements between Offeror and the directors and officers of NBPOL 19

27. Financial assistance 19

28. Market purchase of shares 19

29. Likelihood of changes in NBPOL 19

30. No pre-emption clauses 20

31. No escalation clauses 20

32. General provisions 20

33. Definitions and interpretation 20

Certificate 25

Annexure 1 – How to accept this Offer if you hold NBPOL Shares listed on POMSoX 26

Annexure 2 – How to accept this Offer if you hold NBPOL Shares listed on LSE (including Depositary Interests) 27

Annexure 3 – How to accept this Offer if you are an NBPOL employee and are issued NBPOL Shares Pursuant to the LTIP 30

Annexure 4 – Sample PNG Acceptance Form 31

Annexure 5 – Sample LSE Acceptance Form 33

Annexure 6 – Sample LTIP Acceptance Form 37

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IMPORTANT NOTICES

Investment decisionsThis Offer Document does not take into account your individual investment objectives, financial situation orparticular needs. You may wish to obtain financial and taxation advice before deciding whether or not toaccept the Offer.

Disclaimer as to forward-looking statementsThis Offer Document may include certain statements that are in the nature of forward-looking statements.Forward-looking statements often use words such as “believe”, “expect”, “estimate”, “intend”, “anticipate”and words of a similar meaning. You should be aware that such statements are only predictions and aresubject to inherent risks and uncertainties which could cause actual values, results, performances orachievements to differ materially from those expressed, implied or projected in any forward lookingstatement.

The forward-looking statements in this Offer Document reflect the views of the Offeror held only as at thedate of this Offer Document. While the Offeror believes that the expectations reflected in the forward-looking statements in this Offer Document are reasonable, no assurance can be given that suchexpectations will prove to be correct. The Offeror assumes no obligation to, and does not intend to, reviseor update any forward-looking statements, except as required pursuant to applicable law or regulation. Yourely on any forward looking statement at your own risk.

Unless expressly stated otherwise, no statement in this Offer Document is intended to constitute a profitforecast for any period and no statement should be interpreted to mean that earnings or earnings per sharewill necessarily be greater or lesser than those for the relevant preceding financial periods.

Overseas NBPOL ShareholdersThe Offer is not being made directly or indirectly (and the Offer Document is not for publication ordistribution, directly or indirectly) in or into any jurisdiction where the making or acceptance of the Offer (orthe receipt of the Offer Document) would violate the laws of that jurisdiction (“Restricted Jurisdiction”)and is not capable of acceptance from, or in, a Restricted Jurisdiction. For the avoidance of doubt, PNG,the UK, Singapore and Malaysia are not Restricted Jurisdictions. Similarly, those persons receiving theOffer Document (including custodians, nominees and trustees) must not distribute or send it in or into aRestricted Jurisdiction.

The availability of the Offer to NBPOL Shareholders who are not resident in PNG, the UK, Singapore orMalaysia may be affected by the laws of the jurisdictions in which they are resident. Such persons shouldinform themselves of, and observe, any applicable legal or regulatory requirements in such jurisdictions.

The Offeror and its advisers do not assume any responsibility for any violation by any person of any of theserestrictions.

Availability of this documentYou may request a hard copy of this Offer Document by contacting Capita Asset Services on 0871 664 0321from within the UK or +44 20 8639 3399 if calling from outside the UK between 9.00 a.m. and 5.30 p.m.(UK time) Monday to Friday. Calls to the 0871 664 0321 number cost 10 pence per minute from a BTlandline. Other network providers’ costs may vary. Calls to the helpline from outside the UK will be chargedat applicable international rates. Different charges may apply to calls from mobile telephones and calls maybe recorded and randomly monitored for security and training purposes. The helpline cannot provide anyfinancial, legal or tax advice.

You may also request a hard copy of this Offer Document by contacting PNG Registries on 3216377 fromwithin PNG or on +675 3216377 if calling from outside PNG between 8.30 a.m. to 4.30 p.m. (PNG time)Monday to Friday (except PNG public holidays).

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Copies of this Offer Document will be made available on the website of the Offeror’s ultimate parentcompany, Sime Darby Berhad, being http://www.simedarby.com.

Defined meaningsWords used in this Offer Document and the rules of interpretation that apply to the Offer Document are setout and explained in Section 33.

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1. INTRODUCTION

This Offer Document has been prepared by Sime Darby Plantation Sdn Bhd (“Offeror”) under Rule 22 ofthe Takeovers Code 1998 (PNG) (“Code”).

This Offer Document has been prepared in connection with the offer by the Offeror to acquire all of theissued and to be issued paid up shares in New Britain Palm Oil Limited (“NBPOL”) (“Offer”).

In relation to Rule 27A of the Code, the PNG Prime Minister, Hon. Peter O’Neill MP, has written to SimeDarby Berhad (“Sime Darby”) (the ultimate parent company of the Offeror) acknowledging that Sime Darbyis keen to make a general offer for NBPOL and reiterating that Sime Darby’s proposed acquisition of ashareholding in NBPOL will not be contrary to PNG’s national interest.

NBPOL’s independent directors have unanimously recommended that NBPOL shareholders accept theOffer (as they intend to do themselves in relation to all NBPOL shares held by them) in the absence of asuperior proposal.

2. THE OFFER

The Offeror offers to acquire all of the issued and to be issued paid up NBPOL Shares on the terms andconditions of this Offer Document.

The Offer extends to:

(a) any person who is or becomes registered or entitled to be registered as the holder of some or all ofyour, or any, NBPOL Shares (and/or, as the context requires, Depositary Interests) during the OfferPeriod; and

(b) any LTIP Participant who becomes registered as the holder of NBPOL Shares prior to the expirationof the Offer Period as a result of such NBPOL Shares being issued pursuant to the NBPOL LTIP.

The number of NBPOL Shares that may be disposed of by an Offeree in accordance with this Offer will bedetermined by reference to the number of NBPOL Shares held by the Offeree at the expiration of the OfferPeriod, as recorded in NBPOL’s share register.

3. REASONS TO ACCEPT THE OFFER3.1 Consideration Under the Offer, you will be entitled to receive cash consideration of GBP 7.15 or PGK 28.79 per NBPOLShare (as elected by you) accepted into the Offer. You may elect to receive GBP or PGK, but not bothcurrencies for your NBPOL Shares. Depositary Interest Holders will be paid in GBP only through CREST.

The cash consideration of GBP 7.15 or PGK 28.79 per NBPOL Share represents:

– a premium of approximately 85.0% over the closing price of the NBPOL Shares of GBP 3.87 perNBPOL Share as quoted on the LSE on the Last Trading Date;

– a premium of approximately 79.9% over the closing price of the NBPOL Shares of PGK 16.00 perNBPOL Share as quoted on POMSoX on the Last Trading Date;

– a premium of approximately 76.9% over the volume weighted average closing price of the NBPOLShares of GBP 4.04 per NBPOL Share as quoted on the LSE for the 30 consecutive trading days upto and including the Last Trading Date;

– a premium of approximately 78.6% over the volume weighted average closing price of the NBPOLShares of PGK 16.11 per NBPOL Share as quoted on POMSoX for the 30 consecutive trading daysup to and including the Last Trading Date;

– a premium of approximately 55.7% over the volume weighted average closing price of the NBPOLShares of GBP 4.59 per NBPOL Share as quoted on the LSE for the 60 consecutive trading days upto and including the Last Trading Date; and

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– a premium of approximately 56.5% over the volume weighted average closing price of the NBPOLShares of PGK 18.39 per NBPOL Share as quoted on POMSoX for the 60 consecutive trading daysup to and including the Last Trading Date.

The Offer values the entire existing issued and paid up ordinary share capital of NBPOL at approximatelyGBP 1,073 million and approximately PGK 4,319 million.

3.2 Attractive liquidity eventThe Offer provides an attractive liquidity opportunity for current NBPOL Shareholders. The DepositaryInterests and NBPOL Shares had an average daily trading volume of 97,554 shares cumulatively on theLSE and POMSoX during the 12 months prior to the Announcement Date.

3.3 Possible reduction of liquidity riskAcceptance of the Offer will allow Offerees to reduce the risk associated with holding NBPOL Shares whichmay, following completion of the Offer, have reduced liquidity.

3.4 NBPOL delisting from LSEAfter the Offer becomes or is declared unconditional in all respects and the Offeror has, by virtue of itsshareholdings and acceptances of the Offer, acquired, or agreed to acquire, issued share capital carryingat least 75% of the voting rights of NBPOL, the Offeror intends to procure the making of an application byNBPOL for cancellation, respectively, of the trading in NBPOL Shares on the LSE’s market for listedsecurities and of the listing of NBPOL Shares on the UK Financial Conduct Authority’s Official List. A noticeperiod of not less than 20 Business Days prior to the cancellation will commence on the date when theOfferor announces that it has acquired or agreed to acquire shares representing at least 75% of the votingrights of NBPOL as described above.

If the Offer becomes or is declared unconditional in all respects in circumstances where the Offeror has notobtained at least 75% of the voting rights (as described above), NBPOL will need to continue to satisfy thefree float requirement of the LSE Listing Rules, which requires a listed company to have at least 25% of itsshares in public hands in one or more EEA States (as defined in the LSE Listing Rules). For these purposes(and subject to the immediately following sentence), NBPOL Shares held by persons located in PNG willalso be counted towards the 25% free float limit on the basis that NBPOL Shares are listed on POMSoX.NBPOL Shares held by certain persons are not considered to be in public hands, including shares held by(i) a director of NBPOL or its subsidiary undertakings or any person connected with such a director, or(ii) any person or persons in the same group or persons acting in concert having an interest in 5% or moreof the NBPOL Shares. If NBPOL does not satisfy the free float requirement, it will need to consider waysof complying with it, failure of which may result in a delisting from the LSE.

If trading in NBPOL Shares on the LSE’s market for listed securities is cancelled and NBPOL Shares ceaseto be listed on the UK Official List post-Offer, on-market trading in NBPOL Shares will only be possible onPOMSoX.

Conversely, if the NBPOL Shares remain listed on the UK Official List post-Offer, the Offeror will use itsreasonable endeavors to procure that NBPOL continues to comply with all applicable Listing Rules.

Delisting would significantly reduce the liquidity and marketability of any NBPOL Shares not sold into theOffer.

If you do not accept the Offer and NBPOL is delisted from the LSE, any Depositary Interests that you holdwill automatically be withdrawn from CREST. Your name will be added to the share register of certificatedholders and Capita Asset Services will then issue you with a share certificate for this holding.

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3.5 POMSoX listing If the Offer is fully or almost fully accepted, NBPOL will also need to consider if it continues to satisfy thefree float requirements of POMSoX. If NBPOL does not satisfy those requirements, it will need to considerways of complying with them, failure of which may result in a delisting from the POMSoX.

NBPOL is required under the POMSoX Listing Rules to have at all times a spread of security holders in itsmain class of securities which spread, in POMSoX’s opinion, is sufficient to maintain an orderly and liquidmarket in NBPOL Shares. Historically, this requirement has been viewed in the context of the furtherrequirement that for a company to be admitted to POMSoX’s Official List a company must have at least300 holders each having a parcel of the main class of securities with a value of at least PGK 2,000,excluding restricted securities. However, there are instances where POMSoX has permitted a company toremain on its official list even though this spread of shareholding has not been maintained.

The Offeror will work with POMSoX post the Offer to try and maintain NBPOL’s POMSoX listing.

4. DATE OF OFFER

This Offer is dated 23 October 2014.

5. IDENTITY OF OFFEROR AND TARGET COMPANY 5.1 OfferorThe Offeror is Sime Darby Plantation Sdn Bhd. The Offeror is the plantation and agri-business arm of theSime Darby group of companies. It is one of the world’s largest plantation companies, producing about5% of global Crude Palm Oil (CPO) output. As an integrated plantation company, the Offeror is involved inthe full spectrum of the palm oil value chain. It operates oil palm plantations in Malaysia, Indonesia andLiberia, as well as a downstream business which spans 14 countries, involving the manufacturing andmarketing of oils and fat products, oleo chemicals, palm oil-based biodiesel and other palm oil derivatives.It is also present in the consumer goods sector, producing and marketing cooking oil and fruit juices,among others.

The Offeror is one of the co-founding members of the Roundtable on Sustainable Palm Oil (RSPO) and theworld’s largest producer of certified sustainable palm oil (CSPO) and palm kernel (CSPK), with an annualproduction of 2.14 and 0.49 million tonnes respectively.

The Offeror is a wholly-owned subsidiary of Sime Darby Berhad – a Malaysia-based diversifiedmultinational company involved in key growth sectors, namely plantations, industrial equipment, motors,property and energy & utilities. Founded in 1910, its business divisions seek to create positive benefits inthe economy, environment and society where it has its presence. Sime Darby Berhad is the ultimateholding company of the Sime Darby group of companies.

Sime Darby Berhad is one of the largest companies on Bursa Malaysia with a market capitalization ofapproximately USD 18 billion.

The Sime Darby group of companies has a workforce of over 110,000 employees in over 20 countries.

Further details of the Offeror can be found at http://www.simedarbyplantation.com.

If the Offeror acquires a greater than 50% stake in NBPOL, NBPOL will become a subsidiary of the Offerorand NBPOL will be controlled by the Offeror.

5.2 Target companyThe target company is New Britain Palm Oil Limited.

NBPOL was incorporated and registered in PNG under the PNG Companies Ordinance 1963-1966 on19 May 1967 as a public company limited by shares under the name of New Britain Palm Oil DevelopmentLimited. NBPOL was re-named New Britain Palm Oil Limited on 7 December 1997 and re-registered underthe Companies Act on 2 September 1998.

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NBPOL has been listed on POMSoX since 19 December 1999. On 17 December 2007, NBPOL wasadmitted to the Main Market of LSE.

NBPOL is principally engaged in the business of cultivating and processing palm oil.

As at 30 June 2014, NBPOL had an issued and paid-up share capital of approximately USD 180.33 millionand as at the Announcement Date 150,048,104 NBPOL Shares on issue.

Further details of NBPOL can be found at http://www.nbpol.com.pg.

6. CONSIDERATION

The cash consideration offered for your NBPOL Shares is GBP 7.15 or PGK 28.79 per NBPOL Share (aselected by you) (“Consideration”). You may elect to receive GBP or PGK, but not both currencies.Depositary Interest Holders will be paid GBP only through CREST.

To elect to receive your Consideration in GBP, you must place an ‘X’ in Box 1B of the PNG AcceptanceForm or an ‘X’ in Box 1A of the LSE Acceptance Form or an ‘X’ in Box 1B of the LTIP Acceptance Form(as applicable).

To elect to receive your Consideration in PGK, you must place an ‘X’ in Box 1A of the PNG AcceptanceForm or an ‘X’ in Box 1B of the LSE Acceptance Form or an ‘X’ in Box 1A of the LTIP Acceptance Form(as applicable).

If you do not elect to receive the Consideration in a particular currency, or you elect both currencies, youwill be deemed to have elected to receive your Consideration in GBP.

7. OFFER PERIOD

The Offer commences on the date of this Offer.

The Offer will remain open for 57 days until 5.00 p.m. on 18 December 2014 (PNG time) if received withinPNG or 1.00 p.m. (UK time) if received within the UK on 18 December 2014 unless the Offer is withdrawnor the Offer Period is extended in accordance with the Code.

You may accept the Offer at any time during the Offer Period.

The Offeror may elect at its sole discretion to treat an acceptance received after the end of the Offer Periodas not having been received at all.

The Offer Period may be extended in accordance with Rule 13 of the Code.

The Offer will lapse and is not capable of acceptance after 5.00 p.m. (PNG time) if received within PNG or1.00 p.m. (UK time) if received within the UK in each case on the last day of the Offer Period.

8. HOW TO ACCEPT THIS OFFER IF YOU HOLD NBPOL SHARES LISTED ON POMSOX

NBPOL Shareholders who hold their NBPOL Shares in uncertificated form listed on POMSoX should readthis Section 8 together with Annexure 1 – “How to accept this offer if you hold NBPOL Shares listed on

POMSoX” and the blue PNG Acceptance Form.

The PNG Acceptance Form (including the instructions on that form) is part of the terms of the Offer andthis Offer Document.

To accept this Offer, NBPOL Shareholders who hold NBPOL Shares in uncertificated form listed onPOMSoX must complete, sign, witness and return the PNG Acceptance Form accompanying this OfferDocument in accordance with Annexure 1 – “How to accept this offer if you hold NBPOL Shares listed on

POMSoX” and the instructions printed on the PNG Acceptance Form so that it is received by PNG

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Registries no later than 5.00 p.m. (PNG time) on 18 December 2014. Further PNG Acceptance Forms areavailable from PNG Registries by calling the number below.

If you hold NBPOL Shares in uncertificated form listed on POMSoX and you are in any doubt as to how tocomplete the PNG Acceptance Form or as to the procedure for acceptance of the Offer, please contactPNG Registries on 3216377 from within PNG or on + 675 3216377 if calling from outside PNG. Lines areopen 8.30 a.m. to 4.30 p.m. (PNG time) Monday to Friday (except PNG public holidays). Calls may berecorded and randomly monitored for security and training purposes. The helpline cannot provide adviceon the merits of the Offer nor give any financial, legal or tax advice.

9. HOW TO ACCEPT THIS OFFER IF YOU HOLD NBPOL SHARES LISTED ON LSE 9.1 Acceptances relating to NBPOL Shares listed on LSE held in Certificated Form NBPOL Shareholders who hold their NBPOL Shares listed on LSE in Certificated Form should read thisSection 9.1 together with Annexure 2 – “How to accept this Offer if you hold NBPOL Shares listed on LSE

(including Depositary Interests)” and the yellow LSE Acceptance Form.

The LSE Acceptance Form (including the instructions on that form) is part of the terms of the Offer and thisOffer Document.

To accept the Offer, NBPOL Shareholders who hold NBPOL Shares in Certificated Form must complete,sign, witness and return the yellow LSE Acceptance Form accompanying this Offer Document inaccordance with Annexure 2 – “How to accept this Offer if you hold NBPOL Shares listed on LSE (including

Depositary Interests)” and the instructions printed on the LSE Acceptance Form, so that it is received byCapita Asset Services no later than 1.00 p.m. (UK time) on 18 December 2014. Further LSE AcceptanceForms are available from Capita Asset Services by calling the number below.

If you hold NBPOL Shares in both Certificated Form and as Depositary Interests, you should complete anLSE Acceptance Form for the holding in Certificated Form and send a TTE Instruction in respect of theholding held as Depositary Interests. In addition, you should complete separate TTE Instructions forDepositary Interests held under different member account IDs. You should complete separate LSEAcceptance Forms for NBPOL Shares held in Certificated Form but under different designations.

If you are a holder of NBPOL Shares listed on LSE held in Certificated Form and you are in any doubt asto how to complete the LSE Acceptance Form or as to the procedure for acceptance of the Offer, pleasecontact Capita Asset Services on 0871 664 0321 from within the UK or +44 20 8639 3399 if calling fromoutside the UK between 9.00 a.m. and 5.30 p.m. (UK time) Monday to Friday. Calls to the 0871 664 0321number cost 10 pence per minute from a BT landline. Other network providers’ costs may vary. Calls tothe helpline from outside the UK will be charged at applicable international rates. Different charges mayapply to calls from mobile telephones and calls may be recorded and randomly monitored for security andtraining purposes. The helpline cannot provide any financial, legal or tax advice.

9.2 Acceptances relating to NBPOL Shares held as Depositary Interests in CRESTIf you hold NBPOL Shares as Depositary Interests in CREST you should read this Section 9.2 together withAnnexure 2 – “How to accept this Offer if you hold NBPOL Shares listed on LSE (including Depositary

Interests)”.

To accept the Offer if you hold NBPOL Shares as Depositary Interests in CREST, you should take (orprocure to be taken) the action set out in Annexure 2 – “How to accept this Offer if you hold NBPOL Shares

listed on LSE (including Depositary Interests)” to transfer (by means of a TTE Instruction) the number ofNBPOL Shares represented by Depositary Interests in respect of which you wish to accept the Offer to anescrow balance, specifying Capita Asset Services (in its capacity as a CREST Receiving Agent) as theescrow agent, as soon as possible within the Offer Period and in any event so that the transfer to escrowsettles not later than 1.00 p.m. (UK time) on 18 December 2014. Holders of Depositary Interests shouldnot complete the LSE Acceptance Form.

If you are a CREST sponsored member, you should refer to your CREST sponsor before taking any action.

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9.3 Position as regards to Depositary InterestsIf a valid acceptance of the Offer has been made in respect of a Depositary Interest in the mannerdescribed above, no separate acceptance of the Offer may be made by the relevant holder of thatDepositary Interest, the Depositary in respect of the NBPOL Share which such Depositary Interestrepresents and no person other than the Offeror shall have any rights whatsoever under the Offer in respectof the NBPOL Share which such Depositary Interest represents.

Where the Offer is validly accepted in respect of a Depositary Interest in the manner described above, theOfferor intends, following the date on which the Offer is declared unconditional in all respects (or, if later,following the date of receipt of such acceptance), to direct the Depositary to withdraw from CREST thatDepositary Interest and transfer the NBPOL Share represented by it to the Offeror, in order for the Offerorto be registered as the direct holder of that NBPOL Share in the shareholder register of NBPOL. In suchcircumstances, the Offeror will be directly acquiring the relevant NBPOL Share and not the relevantDepositary Interest. Alternatively the Offeror may, at its sole discretion, elect to be registered as the holderof the relevant Depositary Interest in the NBPOL register of Depositary Interest.

10. HOW TO ACCEPT THIS OFFER IF YOU ARE AN NBPOL EMPLOYEE AND AREISSUED NBPOL SHARES PURSUANT TO THE LTIP

10.1 Vesting of outstanding LTIP awards and issue of NBPOL Shares on change of controlIf the Offeror is successful in acquiring more than 50% of the voting shares of NBPOL, this will constitutea change of “Control” within the meaning of the LTIP Rules. The LTIP Rules state that all unvested awardsshall vest on the date the change of “Control” (as defined in the LTIP Rules) occurs. The LTIP Rules furtherstate that the proportion of the awards which shall vest will be determined by the NBPOL Board in itsabsolute discretion taking into account such factors as the NBPOL Board may consider relevant.

The NBPOL Board has determined the proportion of the awards which shall vest in the event of a changeof “Control” and has advised the Offeror that the maximum number of NBPOL Shares to be issuedpursuant to the LTIP is 1,595,580 shares.

If you are an LTIP Participant, your provisional entitlement to NBPOL Shares is set out in the LTIPAcceptance Form accompanying this Offer Document. The NBPOL Shares will be issued to LTIPParticipants as soon as practicable after the Offeror acquires more than 50% of the voting shares ofNBPOL (should that occur). The NBPOL Shares will only be issued if a change of “Control” has occurredwithin the meaning of the LTIP Rules.

10.2 How to accept this Offer with respect to your NBPOL Shares issued pursuant to the LTIP LTIP Participants who receive NBPOL Shares pursuant to the LTIP should read this Section 10.2 togetherwith Annexure 3 – “How to accept this Offer if you are an NBPOL employee and are issued NBPOL Sharespursuant to the LTIP” and the LTIP Acceptance Form.

The LTIP Acceptance Form (including the instructions on that form) is part of the terms of the Offer andthis Offer Document.

To accept this Offer, LTIP Participants who receive NBPOL Shares pursuant to the LTIP must complete,sign, have witness and return the LTIP Acceptance Form accompanying this Offer Document inaccordance with Annexure 3 – “How to accept this Offer if you are an NBPOL employee and are issuedNBPOL Shares pursuant to the LTIP” and the instructions printed on the LTIP Acceptance Form so that itis received by PNG Registries no later than 5.00 p.m. (PNG time) on 18 December 2014. Further LTIPAcceptance Forms are available from PNG Registries by calling the number below.

If you are an LTIP Participant who has received NBPOL Shares pursuant to the LTIP and you are in anydoubt as to how to complete the LTIP Acceptance Form or as to the procedure for acceptance of the Offer,please contact PNG Registries on 3216377 from within PNG or on +675 3216377 if calling from outsidePNG. Lines are open 8.30 a.m. to 4.30 p.m. (PNG time) Monday to Friday (except PNG public holidays).Calls may be recorded and randomly monitored for security and training purposes. The helpline cannotprovide advice on the merits of the Offer nor give any financial, legal or tax advice.

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11. THE OFFEREES

(a) The Offer is being made to:

(i) each person registered as the holder of an NBPOL Share (including any persons holding NBPOLShares as Depositary Interests) during the Offer Period; and

(ii) each LTIP Participant who becomes registered as the holder of NBPOL Shares prior to theexpiration of the Offer Period as a result of such NBPOL Shares being issued pursuant to theLTIP.

(b) If, at any time during the Offer Period and before you accept the Offer, another person is, or is entitledto be, registered as the holder of some or all of your NBPOL Shares then:

(i) a corresponding Offer is deemed to have been made to that other person in respect of thoseNBPOL Shares;

(ii) a corresponding Offer is also deemed to have been made to you in respect of any remainingNBPOL Shares in respect of which you are registered or entitled to be registered; and

(iii) the initial Offer made to you is deemed to have been immediately withdrawn.

(c) If, at any time during the Offer Period, your NBPOL Shares consist of two or more distinct portionsbecause you are a trustee or nominee, then:

(i) at that time, this Offer is deemed to consist of separate corresponding Offers made to you inrelation to the respective distinct portions of your NBPOL Shares;

(ii) you may at the same time accept two or more such deemed separate corresponding Offers asif they were a single Offer in relation to a distinct portion of shares;

(iii) an acceptance by you of one of the Offers which is deemed to exist in respect of a distinctportion of shares is ineffective unless you have given to the Offeror a notice stating that therelevant NBPOL Shares consist of a distinct portion and your acceptance specifies the numberof shares in the distinctive portion to which the acceptance relates; and

(iv) the notice required under Section 11(c)(iii) must be in writing.

12. CONDITIONS OF THE OFFER12.1 Conditions of the OfferCompletion of the Offer and any contract that results from your acceptance of the Offer is subject to thefollowing conditions:

(a) General conditions:

(i) Minimum acceptance: Before the end of the Offer Period, the Offeror receiving validacceptances under the Offer which, when taken together with the voting shares in NBPOL inwhich the Offeror has a relevant interest as at the date of this Offer or prior to the end of theOffer Period, carry not less than 51% of the voting rights in NBPOL;

(ii) No material adverse change: There having not; (a) occurred, been announced or become knownto the Offeror (whether or not public) at any time on or before 5.00 p.m. (PNG time) on the lastday of the Offer Period, any event, change or condition which has had or is reasonably likely tohave a Material Adverse Effect (except for any event, change or condition that may arise as adirect consequence of the announcement or consummation of the Offer), or (b) become knownto the Offeror at any time on or before the end of the Offer Period, that information publicly filedby NBPOL or any of its subsidiaries, is or is reasonably likely to be, materially incomplete,incorrect, untrue or misleading;

(iii) Specified occurrences: None of the following events occurring at any time on or before the endof the Offer Period:

(A) NBPOL converting all or any of its shares into a larger or smaller number of shares;

(B) NBPOL, or any subsidiary of NBPOL, resolving to reduce or alter its share capital in anyway (excluding any NBPOL Shares issued under LTIP);

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(C) NBPOL, or any subsidiary of NBPOL, entering into a buy-back agreement or resolving toapprove the terms of a buy-back agreement;

(D) NBPOL, or any subsidiary of NBPOL, issuing shares or granting an option over any of itsshares, or agreeing to make such an issue or grant such an option (excluding any NBPOLShares issued under LTIP);

(E) NBPOL, or any subsidiary of NBPOL, issuing, or agreeing to issue, any securities orconvertible notes (excluding any NBPOL Shares issued under LTIP);

(F) NBPOL, or any subsidiary of NBPOL, disposing, or agreeing to dispose, of the whole, ora substantial part, of its business, or property;

(G) NBPOL, or any subsidiary of NBPOL, charging, or agreeing to charge, the whole or asubstantial part, of its business or property;

(H) NBPOL, or any subsidiary of NBPOL, suffering an Insolvency Event;

(I) the making or acceptance of this Offer being enjoined or restrained by any court ofcompetent jurisdiction; and

(J) NBPOL recommending, declaring, paying, making or proposing to recommend, declare,pay or make any bonus, dividend or other distribution other than dividends lawfully paidand consistent with previous practice or made by any wholly owned subsidiary of NBPOLto NBPOL or any of its wholly owned subsidiaries.

(b) Orders of courts, governmental authorities or agencies:

There is not in effect a preliminary or final order or decree issued by, or other action taken by, any court,government or governmental authority or agency, restraining or prohibiting or threatening to restrain orprohibit the Offer, or any contract made on acceptance of the Offer, or in any way or seeking to require thedivestiture of any shares in or assets of NBPOL or the Offeror;

(c) PNG Takeovers Code 1998:

Without limiting the generality of Section 12.1(b), the Securities Commission does not issue any orderunder Rule 27A(1) of the Code preventing the Offeror from acquiring any NBPOL Shares under the Offeror otherwise advise the Offeror that the Securities Commission considers the acquisition by the Offeror ofany NBPOL Shares not to be in the national interest of PNG; and

(d) EU Merger filing:

(i) The European Commission (“EU Commission”) issuing a decision under Article 6(1)(b) of CouncilRegulation (EC) 139/2004 (“EU Regulation”), or being deemed to have done so under Article 10(6) of theEU Regulation, declaring the Offer compatible with the internal market without attaching to its decision anyconditions or obligations that are not reasonably satisfactory to the Offeror, provided that the Offeror is notobliged to accept any condition or obligation which is material; and (ii) If a request under Article 9(2) of theEU Regulation has been made by a Member State, the EU Commission indicating that it has decided notto refer the Offer (or any part thereof) or any matter arising therefrom to a competent authority of a MemberState in accordance with Article 9(1) of the EU Regulation.

12.2 Benefit of conditionsThe conditions in Sections 12.1(a) to 12.1(d) are for the benefit of the Offeror only and may only be waivedby the Offeror by notice in writing to NBPOL or NBPOL Shareholders (including by email) or by publicannouncement, in each case at the Offeror’s election.

12.3 Effect of conditions(a) The conditions in Section 12.1 are conditions subsequent to the formation of any contract formed on

acceptance of the Offer and will not prevent the formation of a contract to sell the shares in NBPOLresulting from acceptance of the Offer, but any breach or non-fulfilment of any of the conditions will entitlethe Offeror by notice in writing to NBPOL or an accepting NBPOL Shareholder (including by e-mail) or bypublic announcement to terminate any contract that may result from acceptance of such an Offer.

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(b) Each of the conditions in Section 12.1 constitutes and is to be construed as a separate, several anddistinct condition.

12.4 TerminationThe Offeror may, at any time before the end of the Offer Period, declare the Offer to be free from theconditions specified in Section 12.1. If the Offer is to become unconditional, it must have become so byno later than the date which is seven (7) days after the end of the Offer Period (excluding any part of theOffer Period which results from an extension under Rule 13 of the Code). If, at that date, the conditions inSection 12.1 have been breached or not fulfilled and have not been waived and the Offeror has notdeclared the Offer (or the Offer has not become) free from those conditions, all contracts resulting from theacceptance of the Offer and all acceptances received at that time will be automatically void and will ceaseto have any force or effect.

13. EFFECT OF ACCEPTANCE OF THE OFFER13.1 Effect of acceptanceBy signing and returning an Acceptance Form or submitting a TTE Instruction in accordance with Section 9,a NBPOL Shareholder or Depositary Interest Holder (as appropriate) will have or be deemed to have:

(a) accepted this Offer in respect of the NBPOL Shares specified (or deemed as specified) in the relevantAcceptance Form or TTE Instruction (“Relevant NBPOL Shares”) and agreed to the terms andconditions of the Offer to sell the Relevant NBPOL Shares to the Offeror and to execute any furtherdocuments, take any further action and give any further assurances which may be required inconnection with the foregoing;

(b) subject to this Offer being declared free from the conditions set out in Section 12.1 (or suchconditions being satisfied or waived) agreed to transfer the Relevant NBPOL Shares to the Offeror inaccordance with the terms of this Offer;

(c) authorised the Offeror (by its directors, servants or agents) to complete the relevant Acceptance Formby inserting such details as are omitted in respect of the Relevant NBPOL Shares and to rectify anyerrors in or omissions from the relevant Acceptance Form (including altering the number of NBPOLShares stated to be held by you if it is otherwise than as set out in the relevant Acceptance Form) asmay be necessary to make the form an effective acceptance of this Offer or to enable registration ofthe transfer of the Relevant NBPOL Shares to the Offeror;

(d) warranted to the Offeror that the Relevant NBPOL Shares (including any Rights) for which the relevantNBPOL Shareholder or Depositary Interest Holder has accepted the Offer will, at the date of thetransfer to the Offeror, be fully paid and free from all mortgages, charges, liens, encumbrances andinterests of third parties of any kind, whether legal or otherwise and restrictions on transfer of anykind, and that the relevant NBPOL Shareholder or Depositary Interest Holder has full power andcapacity to sell and to transfer the Relevant NBPOL Shares (including any Rights);

(e) unless “No” is written in Box 4 of the relevant Acceptance Form, warranted to the Offeror that suchNBPOL Shareholder or Depositary Interest Holder:

(i) has not, directly or indirectly, received or sent copies or originals of this Offer Document, or anyAcceptance Form or any other Offer related documents in, into or from a Restricted Jurisdiction,or any other jurisdiction where such actions may result in the Offer constituting a breach of anylegal or regulatory requirements;

(ii) is accepting the Offer from outside a Restricted Jurisdiction and has not executed, mailed orsent the relevant Acceptance Form in or from a Restricted Jurisdiction; and

(iii) is not acting on a non-discretionary basis (as agent, nominee, custodian, trustee or otherwise)for or on behalf of a principal, unless such principal has given any instructions with respect tothe Offer from outside a Restricted Jurisdiction.

(f) warranted that the relevant NBPOL Shareholder or Depositary Interest Holder has obtained allnecessary governmental and regulatory approvals (including without limitation any approvals requiredunder the POMSoX Listing Rules or the LSE Listing Rules) in order to accept this Offer and to sell andtransfer the Relevant NBPOL Shares to the Offeror (and, where requested by the Offeror, the relevant

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NBPOL Shareholder or Depositary Interest Holder will provide evidence to the Offeror of suchapprovals having been obtained);

(g) appointed the Offeror and each of its directors, secretaries and officers from time to time jointly andeach of them severally as the relevant NBPOL Shareholder’s or Depositary Interest Holder’s true andlawful attorney with effect from the date that this Offer or any contract resulting from acceptance ofthis Offer becomes free from the conditions detailed in Section 12.1 or such conditions are satisfiedor waived, with power to do all things which the relevant NBPOL Shareholder or Depositary InterestHolder could lawfully do in relation to the Relevant NBPOL Shares or in exercise of any right derivedfrom the relevant NBPOL Shareholder’s or Depositary Interest Holder’s holding of the RelevantNBPOL Shares, including (but not limited to) the following:

(i) attending and voting at any meeting of NBPOL;

(ii) demanding a poll for any vote be taken at any meeting of NBPOL;

(iii) proposing or seconding any resolution to be considered at any meeting of NBPOL;

(iv) requisitioning the convening of any meeting of NBPOL and convening a meeting pursuant to anysuch requisition;

(v) notifying NBPOL that the relevant address in the records of NBPOL for all purposes includingthe dispatch of notices of meeting, annual reports and dividends should be altered to anaddress nominated by the Offeror;

(vi) in respect of Depositary Interests, transferring (if the Offeror so requests) to the Offeror (or tosuch other person or persons as the Offeror or its agents may direct) by means of CREST all orany of the Depositary Interest which are the subject of a TTE Instruction;

(vii) in respect of Depositary Interests, instruct the Depositary to withdraw from CREST (if the Offerorso requests) the Depositary Interest to which the TTE Instruction relates and transfer suchNBPOL Shares to the Offeror or as it may direct;

(viii) completing and executing all or any form(s) of transfer and/or renunciation and/or otherdocument(s) in the attorney’s discretion in relation to the Relevant NBPOL Shares in favor of theOfferor or as the Offeror or its agents may direct;

(ix) delivering such form(s) of transfer and/or renunciation and/or other document(s) at the attorney’sdiscretion together with any certificate(s) and/or other document(s) of title relating to suchNBPOL Shares for registration respects;

(x) doing all things incidental and ancillary to any of the above, and to have agreed that in exercisingthe powers conferred by that power of attorney, the attorney may act in the interests of theOfferor as the intended registered holder and beneficial holder of the Relevant NBPOL Shares.The Offeror will indemnify the relevant NBPOL Shareholder or Depositary Interest Holder andkeep them indemnified in respect of all costs, expenses and obligations which might otherwisebe incurred or undertaken as a result of the exercise by an attorney of any powers under theOffers. This appointment, being given for valuable consideration to secure the interest acquiredin the Relevant NBPOL Shares, is irrevocable and terminates upon registration of a transfer tothe Offeror of the Relevant NBPOL Shares; and

(xi) and agree that in exercising such powers, the Offeror or its nominee is entitled to act in theinterest of the Offeror.

(h) agree not to attend or vote in person at any general meeting of NBPOL, or exercise or purport toexercise any of the powers conferred on the Offeror or its nominee in Section 13.1(g);

(i) irrevocably authorised and directed NBPOL to pay the Offeror or to account to the Offeror for allRights in respect of the Relevant NBPOL Shares subject, however, to any such Rights received bythe Offeror being accounted for by the Offeror to the relevant NBPOL Shareholder or DepositaryInterest Holder if this Offer is withdrawn or the contract formed by their acceptance of this Offer isrendered void in accordance with Section 12.4; and

(j) except where Rights have been paid or accounted for under subsection 13.1(i), irrevocably authorisedthe Offeror to deduct from the consideration payable in accordance with the terms of this Offer towhich the relevant NBPOL Shareholder’s or Depositary Interest Holder’s acceptance relates, theamount of all Rights referred to in subsection 13.1(i) or any amount equal to the value of those Rights

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as reasonably determined by the Offeror (or in the event of a dispute, as assessed by the Chairmanof POMSoX or his nominee in respect of POMSoX quoted NBPOL Shares or by the Chairman of LSEor his nominee in respect of LSE quoted NBPOL Shares).

13.2 No revocationYou will be unable to revoke your acceptance, and the contract resulting from your acceptance will bebinding on you and you will be unable to withdraw your Relevant NBPOL Shares from the Offer or otherwisedispose of, encumber or otherwise deal with the Relevant NBPOL Shares, except where, by the end of theOffer Period, the conditions in Section 12.1 have not all been fulfilled or waived in which case the contractresulting from your acceptance will terminate, you will not be bound to transfer the Relevant NBPOL Sharesto the Offeror and the Offeror will not be bound to purchase the Relevant NBPOL Shares from you.

14. SETTLEMENT14.1 Date for settlementSubject to the Offer becoming unconditional, settlement of the consideration to which any NBPOLShareholder is entitled under the Offer will be made not later than seven (7) days after the later of the datethe Offer becomes unconditional in all respects and the end of the Offer Period.

14.2 NBPOL Shares listed on POMSoX Where an acceptance relates to NBPOL Shares in uncertificated form listed on POMSoX, the considerationdue in respect of the Relevant NBPOL Shares will be paid by means of cheque drawn on the PNG Broker’saccount or by telegraphic transfer to the relevant NBPOL Shareholder’s account.

14.3 NBPOL Shares held as Depositary InterestsWhere an acceptance relates to NBPOL Shares which are represented by Depositary Interests, theconsideration due in respect of the Relevant NBPOL Shares will be paid by means of CREST by CapitaAsset Services procuring the creation of a CREST payment in favor of the accepting Depositary InterestHolder’s payment bank in accordance with the CREST payment arrangements.

14.4 NBPOL Shares listed on LSE and held in Certificated Form Where an acceptance relates to NBPOL Shares held in Certificated Form, cheques for the considerationdue in respect of the Relevant NBPOL Shares will be dispatched on the date on which the settlement isrequired to be made under Section 13.1 above, by first class post to the person or agent whose name andaddress printed above Box 1 or as inserted in Box 3 (or, if relevant, Box 5) of the LSE Acceptance Formor, if none is set out, to the registered address of the accepting NBPOL Shareholder or, in the case of jointholders, the address of the first named.

14.5 NBPOL Shares issued to NBPOL employees pursuant to the LTIPWhere an acceptance relates to NBPOL Shares issued to an LTIP Participant pursuant to the LTIP, theconsideration due in respect of the Relevant NBPOL Shares will be paid by telegraphic transfer to anaccount nominated by NBPOL. The consideration will be held by NBPOL on behalf of LTIP Participantspending calculation by NBPOL of the relevant taxes and other amounts payable by LTIP Participants withrespect to the vesting of their LTIP awards and the issue of NBPOL Shares. NBPOL will disburse the netamounts due to accepting LTIP Participants as soon as practicable following receipt of the Offerconsideration from the Offeror.

14.6 DeliveryDelivery of cash to NBPOL Shareholders for the Relevant NBPOL Shares to be purchased pursuant to theOffer will be made by Capita Asset Services and/or PNG Registries or, in the case of NBPOL Shares listedon POMSoX, possibly by a broker appointed by the Offeror (“PNG Broker”). Capita Asset Services and/orPNG Registries and/or the PNG Broker will act as receiving agent for the purpose of receiving the cash andtransmitting such cash to be paid by the Offeror to NBPOL Shareholders and/or Depositary Interest Holders.

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Under no circumstances will interest be paid on the cash to be paid by Offeror or Capita Asset Servicesor PNG Registries or the PNG Broker regardless of any delay in making such payment.

14.7 Part salesIf only a part of a holding of NBPOL Shares is sold pursuant to the Offer:

(a) where the NBPOL Shares are listed on LSE and held in Certificated Form, the relevant NBPOLShareholder will be entitled to receive a certificate in respect of the balance of the remaining NBPOLShares; or

(b) where the NBPOL Shares are held in uncertificated form listed on POMSoX, the relevant NBPOLShareholder will be entitled to receive a certificate in respect of the balance of the remaining NBPOLShares.

14.8 Acceptance and paymentThe payment of consideration for Relevant NBPOL Shares pursuant to the Offer will be made:

(a) in the case of NBPOL Shares in uncertificated form listed on POMSoX by cheque drawn on the PNGBroker’s account or by direct transfer to the relevant NBPOL Shareholder’s nominated bank account;

(b) in the case of NBPOL Shares listed on LSE held in Certificated Form, only after timely receipt byCapita Asset Services of a properly completed and duly executed LSE Acceptance Form and anydocuments required by the Acceptance Form (including share certificate(s) and/or other documentsof title or a satisfactory indemnity in lieu thereof);

(c) in the case of NBPOL Shares represented by Depositary Interests, the relevant TTE Instruction hassettled; and

(d) in the case of NBPOL Shares issued to an LTIP Participant pursuant to the LTIP, by telegraphictransfer to an account nominated by NBPOL (refer to Section 14.5 above for further details).

Payment of the consideration for Relevant NBPOL Shares (including NBPOL Shares represented asDepositary Interests) pursuant to the Offer will be made only once.

All costs and expenses of the preparation and circulation of this Offer, and all stamp duty payable on thetransfers of the Relevant NBPOL Shares in respect of which Offers are accepted, will be paid by the Offeror.

15. VARIATION

The Offeror may vary this Offer or any part of this Offer as permitted by Rule 15 of the Code.

16. WITHDRAWAL

(a) The Offer may be withdrawn with the consent in writing of the Securities Commission or otherwise aspermitted under Rule 14 of the Code by notice in writing to NBPOL or NBPOL Shareholders(including by email) or by public announcement (in each case, at the Offeror’s election).

(b) If the Offeror withdraws the Offer, all contracts arising from its acceptance will automatically be void.

17. PART SALES17.1 Partial acceptancesYou may elect to accept the Offer in respect of some only of your NBPOL Shares or Depositary Interests.

17.2 Full take-upSubject to the Offer becoming unconditional in all respects, valid acceptances will be met in full.

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18. TAXATIONThe comments set out below summarise certain limited aspects of the PNG and UK taxation treatment ofacceptance of the Offer and do not purport to be a complete analysis of all tax considerations relating tothe Offer. The comments are based on current PNG and UK legislation (as applicable) and what isunderstood to be the current practice of the Internal Revenue Service of PNG and Her Majesty’s Revenueand Customs (as applicable). Legislation and practice is subject to change, possibly with retrospectiveeffect.

18.1 Papua New GuineaThe comments below are intended as a general guide and apply only to NBPOL Shareholders who areresident for tax purposes in PNG.

There is no capital gains tax in PNG. Offerees who realize long term investments by selling NBPOL Sharesshould not be subject to tax in PNG. However, the proceeds of sale of NBPOL Shares that have beenacquired for the purpose of resale at a profit or as part of a profit making scheme or undertaking may besubject to tax in PNG and the Offerees should consider obtaining appropriate professional advice.

18.2 United KingdomThe comments below are intended as a general guide and apply only to NBPOL Shareholders who areresident for tax purposes in the UK, who hold NBPOL Shares as an investment (other than under individualsavings account or other arrangement that is subject to special tax treatment) and who are the absolutebeneficial owners of their NBPOL Shares.

These comments do not deal with certain types of shareholders, such as charities, persons holding oracquiring shares in the course of trade, persons who have or could be treated for tax purposes as havingacquired their NBPOL Shares by reason of an office or employment, collective investment schemes andinsurance companies. NBPOL Shareholders who are in any doubt about their taxation position, or who areresident or otherwise subject to taxation in a jurisdiction outside the UK, should consult an appropriateprofessional tax adviser immediately.

UK taxation of chargeable gains

The sale of NBPOL Shares under the Offer in return for cash will be treated as a disposal of the NBPOLShareholder’s NBPOL Shares for chargeable gains purposes and therefore may, depending on the NBPOLShareholder’s particular circumstances (including the availability of exemptions, reliefs and/or allowablelosses), give rise to a liability to UK taxation on chargeable gains or, alternatively, an allowable capital loss.

Individual NBPOL Shareholders

Subject to available reliefs or allowances, gains arising on a disposal of NBPOL Shares by an individualNBPOL Shareholder will be subject to capital gains tax at the rate of 18% except to the extent that thegain, when it is added to the NBPOL Shareholder’s other taxable income and gains in the relevant tax year,exceeds the upper limit of the income tax basic rate band (GBP 31,865 for the 2014/15 tax year), in whichcase it will be taxed at the rate of 28%. The capital gains tax annual exemption (GBP 11,000 for the2014/15 tax year) may be available to individual NBPOL Shareholders to offset against chargeable gainsrealised on the disposal of their NBPOL Shares.

Corporate NBPOL Shareholders

NBPOL Shareholders within the charge subject to UK corporation tax (but which do not qualify for thesubstantial shareholdings exemption in respect of their NBPOL Shares which may be relevant to NBPOLShareholders who hold or who have held 10% or more of the issued share capital of the company for acontinuous period of 12 months beginning not more than 2 years before the disposal takes place) will besubject to corporate tax on the chargeable gain. Indexation allowance should be available in respect of thefull period of ownership of the NBPOL Shares to reduce any chargeable gain arising (but not to create orincrease any allowable loss) on the disposal of their NBPOL Shares. NBPOL Shareholders who are of theview that the substantial shareholding exemption may not apply to them should seek professional taxadvice.

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UK Stamp Duty and stamp duty reserve tax (“SDRT”)

No UK stamp duty or SDRT will be payable by the NBPOL Shareholders as a result of accepting the Offer.

19. OTHER STATUTORY INFORMATION

Set out in Sections 20 to 32 below is the information specified in the First Schedule of the Code in relationto the Offer.

20. OFFEROR AND ITS DIRECTORS

(a) The registered office and address for service of the Offeror is Sime Darby Plantation Sdn Bhd,Level 10, Main Block, Plantation Tower, No. 2, Jalan PJU 1A/7, Ara Damansara, 47301 Petaling Jaya,Selangor Darul Ehsan, Malaysia.

(b) The directors of the Offeror are as follows:

(i) YBhg Tan Sri Dato’ Abdul Ghani Othman – Chairman;

(ii) YBhg Dato’ Henry Sackville Barlow – Non-Executive Director;

(iii) YBhg Dato’ Che Abdullah Rashidi Che Omar – Non-Executive Director;

(iv) Encik Rosely Kusip – Non-Executive Director;

(v) YBhg Tan Sri Dato’ Seri Mohd Bakke Salleh – Non-Executive Director;

(vi) YBhg Dato’ Seri Abd Wahab Maskan – Non-Executive Director;

(vii) YBhg Tan Sri Datuk Dr Yusof Basiran – Non-Executive Director;

(viii) YBhg Dato’ Idris Kechot – Non-Executive Director; and

(ix) YBhg Datuk Franki Anthony Dass – Executive Director.

21. OWNERSHIP OF SHARES IN NBPOL

(a) NBPOL has 150,048,104 NBPOL Shares on issue as at the Announcement Date. As detailed inSection 10.1, in the event of a change of “Control” of NBPOL (as defined in the LTIP Rules), amaximum total of 1,595,580 new NBPOL Shares will be issued to LTIP Participants pursuant to theLTIP.

(b) NBPOL does not have any equity shares on issue other than the NBPOL Shares.

(c) The Offeror currently has no relevant interest in any NBPOL Shares on issue.

(d) As far as the Offeror is aware, no associate of the Offeror has any relevant interest in any NBPOLShares being a relevant interest which is required to be disclosed.

(e) As far as the Offeror is aware, no person has a relevant interest in more than 5% of the NBPOLShares, other than as disclosed through publicly available information (including the records open topublic inspection maintained by the Companies Registrar).

22. TRADING IN NBPOL SHARES

(a) The Offeror has not acquired or disposed of any NBPOL Shares during the 6 months preceding thedate of the Offer.

(b) As far as the Offeror is aware, no associate of the Offeror has acquired or disposed of any NBPOLShares during the 6 months preceding the date of the Offer and pursuant to a transaction which isrequired to be disclosed under the Code.

23. AGREEMENTS TO ACCEPT THIS OFFER

Prior to the date of the Offer, no person has agreed conditionally or unconditionally to accept the Offer.

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24. ARRANGEMENTS TO PAY CONSIDERATION

The Offeror confirms that sufficient resources are available to it to meet the consideration to be providedon full acceptance of the Offer and to pay any debts incurred in connection with the Offer, including thedebts arising under Rule 23 of the Code.

The cash consideration for the Offer will be funded by a combination of internally generated funds and bankborrowings which have been secured from reputable financial institutions.

25. ARRANGEMENTS BETWEEN OFFEROR AND NBPOL

There is no agreement or arrangement made or proposed to be made between the Offeror or any of itsassociates on the one hand and NBPOL or any related-company of NBPOL on the other, in connectionwith, in anticipation of, or in response to the Offer.

26. ARRANGEMENTS BETWEEN OFFEROR AND THE DIRECTORS AND OFFICERSOF NBPOL

There is no agreement or arrangement made or proposed to be made between the Offeror or anyassociate of the Offeror on the one hand and any of the directors or senior officers of NBPOL or any relatedcompany of NBPOL on the other, where the Offer is successful (such as an agreement or arrangement forany payment or other benefit to be given by way of compensation for loss of office, or as to the directorsor senior officers of NBPOL or its related companies remaining in or retiring from office, where the offer issuccessful).

27. FINANCIAL ASSISTANCE

No agreement or arrangement has been made or proposed to be made under which NBPOL or any relatedcompany of NBPOL will give, directly or indirectly, financial assistance for the purpose of, or in connectionwith, the Offer.

28. MARKET PURCHASE OF SHARES

(a) The Offeror does not intend to purchase NBPOL Shares otherwise than under the Offer during theOffer Period.

(b) The Offeror is entitled to purchase NBPOL Shares during the Offer Period, under Rule 19(2) of theCode because it is making a full offer for all the NBPOL Shares.

29. LIKELIHOOD OF CHANGES IN NBPOL

(a) Except as noted below, the Offeror has not at this stage identified any material changes likely to bemade by it in respect of the business activities of NBPOL and its subsidiaries (if any), including anyredeployment of assets.

(b) The Offeror does not have any current intention to materially reduce the number of present employeesof NBPOL.

(c) The Offeror will procure the implementation of NBPOL’s existing plans to grow NBPOL’s business inPNG including the expansion of NBPOL’s sustainable bio fuel power plants so as to supply power toPNG Power Limited’s West New Britain Province grid.

(d) The Offeror will also retain NBPOL’s existing investments in PNG domestic sugar and beef.

(e) The Offeror will investigate the possibility of a secondary listing for NBPOL in Singapore or elsewhere,or, alternatively, if NBPOL Shares are delisted from POMSoX and/or LSE after completion of the Offer,the Offeror will assess each year following the third anniversary of completion the possibility of aninitial public offering of NBPOL Shares.

(f) If the Offer is successful, the Offeror and the NBPOL Board will jointly determine whether the LTIPcontinues in operation or is terminated. Such determination will take into consideration whether

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NBPOL’s LSE and POMSoX listings have been maintained, and also whether each listing is expectedto be maintained in the future. The Offeror and the NBPOL Board will also take into consideration thetrading liquidity of NBPOL shares and whether NBPOL shares remain attractive as an investment forNBPOL’s employees. If the LTIP is terminated following the completion of the Offer, the Offeror willwithin 12 months from such termination endeavour to make available to the executives andemployees of NBPOL awards and benefits which are substantially similar to the awards granted toNBPOL’s executives and employees under the LTIP.

30. NO PRE-EMPTION CLAUSES

As far as the Offeror is aware, there are no relevant restrictions within NBPOL’s constitution on the right totransfer the NBPOL Shares (or Depositary Interests) to which this Offer relates.

31. NO ESCALATION CLAUSES31.1 Absence of additional considerationAs far as the Offeror is aware and except as noted in Section 31.2 below, there are no agreements orarrangements whereby:

(a) any existing holder of NBPOL Shares will or may receive in relation to, or as a consequence of, theOffer, any additional consideration or other benefit over and above the consideration set out in theOffer; or

(b) any prior holder of NBPOL Shares will or may receive any consideration or other benefit as aconsequence of the Offer.

31.2 Increased ownership by PNG interestsFollowing completion of the Offer and for a limited period, the Offeror will assist the Independent State ofPapua New Guinea (“PNG State”) (or a nominee wholly owned by PNG State) to acquire NBPOL Sharesat not less than the price which the Offeror pays for those NBPOL Shares sufficient to increase theaggregate shareholding of all Papua New Guinea interests (government and non-government) in NBPOLto 30% or more provided that the Offeror continues to hold at all times (including before and after anyincrease in the shareholding of Papua New Guinea interests and after taking into account the potentiallydilutive effect of a future public offering of NBPOL Shares on the Offeror’s shareholding) NBPOL Sharescarrying not less than 51% of the voting rights in NBPOL and to control NBPOL’s board of directors andmanagement.

32. GENERAL PROVISIONS32.1 Governing law and jurisdiction(a) This Offer is governed by and construed under the laws of PNG.

(b) Any legal action in relation to this Offer against any party or its property may be brought in any courtof competent jurisdiction in PNG.

(c) Each party by execution of this Offer irrevocably, generally and unconditionally submits to the non-exclusive jurisdiction of any court specified in this section in relation to both itself and its property.

33. DEFINITIONS AND INTERPRETATION33.1 DefinitionsIn this document unless the context otherwise requires:

“Acceptance Form” means a PNG Acceptance Form, LSE Acceptance Form or LTIP Acceptance Form(as applicable);

“Announcement” means the announcement published by the Offeror on the Announcement Date inrelation to its intention to make a conditional offer to acquire all the issued and to be issued paid up sharesin NBPOL;

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“Announcement Date” means the date on which the Announcement is published by the Offeror;

“associate” has the meaning given to that term in Rule 3 of the Code;

“Business Day” means a day that is not a Saturday, Sunday or public holiday in Port Moresby, PNG orLondon, UK;

“Capita Asset Services” is a trading name of Capita Registrars Limited;

“Central Banking (Foreign Exchange and Gold) Regulation” means the Central Banking (Foreign

Exchange and Gold Regulation) (Chapter 138) made or deemed to be made under the Central Banking

Act 2000;

“Certificated Form” means a NBPOL Share which is not held in an uncertificated form (that is, not inCREST) or listed on POMSoX;

“Code” has the meaning given to that term in Section 1;

“Companies Act” means the Companies Act 1997;

“Companies Registrar” means the Registrar of Companies appointed pursuant to section 394(1) of theCompanies Act;

“Consideration” has the meaning given to that term in Section 6;

“CREST” means the relevant system as defined in the Council Regulations (EC) 139/2004, in respect ofwhich Euroclear is the operator (as defined in CREST);

“CREST sponsored member” means a CREST member admitted to CREST as a sponsored memberunder the sponsorship of CREST;

“Depositary” means Capita IRG Trustees Limited;

“Depositary Interest” means the dematerialized depositary interests which are transferred throughCREST and represent the NBPOL Shares held on trust for the holders of such interests by the Depositary;

“Depositary Interest Holder” means a person who holds a Depositary Interest;

“EU Commission” has the meaning ascribed to that term in Section 12.1(d);

“EU Regulation” has the meaning ascribed to that term in Section 12.1(d);

“Euroclear” means Euroclear UK & Ireland Limited;

“GBP” means the lawful currency of the UK;

“Insolvency Event” means:

(a) a liquidator of NBPOL, or any subsidiary of NBPOL, is appointed;

(b) a court of competent jurisdiction makes an order for the winding up of NBPOL or of any of itssubsidiaries;

(c) a compromise is approved under section 244 of the Companies Act in relation to NBPOL, or any ofits subsidiaries;

(d) an arrangement within the meaning of the Companies Act is implemented in relation to NBPOL, orany of its subsidiaries;

(e) an amalgamation is approved under section 234 of the Companies Act in relation to NBPOL, or anyof its subsidiaries; or

(f) a receiver, or a receiver and manager, is appointed, in relation to the whole, or a substantial part, ofthe property of NBPOL, or a subsidiary of NBPOL;

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“Last Trading Date” means the last trading day prior to the Announcement Date;

“LSE” means The London Stock Exchange Limited;

“LSE Acceptance Form” means the form of acceptance and authority document (printed on yellowpaper) which accompanies this Offer Document and under which NBPOL Shareholders may accept theOffer in respect of their NBPOL Shares listed on LSE in Certificated Form;

“LSE Listing Rules” means the Listing Rules of the UK Listing Authority;

“LTIP” or “NBPOL LTIP” means the executive incentive scheme known as the New Britain Palm OilLimited Long-Term Incentive Plan which was approved by NBPOL shareholders at NBPOL’s 2012 AnnualGeneral Meeting;

“LTIP Acceptance Form” means the form of acceptance and authority document (printed on greenpaper) which accompanies this Offer Document and under which LTIP Participants may accept the Offerin respect of the NBPOL Shares issued pursuant to the LTIP (and which is substantially in the formattached as Annexure 6);

“LTIP Participant” means an employee of NBPOL who has been granted an award(s) pursuant to the LTIPand who remains an eligible award holder on the date of the change of “Control” (as defined in the LTIPRules);

“LTIP Rules” means the rules of the LTIP as amended from time to time;

“Material Adverse Effect” means any decrease of 5% or more in 2014 in (a) the value of NBPOL’sconsolidated net assets (excluding the impact of IAS 41 adjustments to the value of biological assets andadjustments to foreign currency translation reserves); or (b) NBPOL’s consolidated profit after tax, in eachcase when compared with NBPOL’s 2013 figures;

“Member account ID” means the identification code or number attached to any member account inCREST;

“Member State” means a member state of the European Union;

“NBPOL” has the meaning given to that term in Section 1;

“NBPOL Shares” means the existing unconditionally allotted or issued and fully paid shares in the capitalof NBPOL (including such shares represented by Depositary Interests) and any further such shares whichare unconditionally allotted or issued prior to the expiration of the Offer Period but excluding in both casesany such shares held or which become held in treasury;

“NBPOL Shareholder” means a registered holder of one or more NBPOL Shares or, as the contextrequires, the Depositary Interests;

“Offer” has the meaning given to that term in Section 1;

“Offer Document” means this offer document, the annexures to it, the PNG Acceptance Form, the LSEAcceptance Form and the LTIP Acceptance Form;

“Offer Period” means the period or extended period during which the Offers remain open in accordancewith Section 7 of this Offer Document;

“Offeree” means a person to whom this Offer is made;

“Offeror” has the meaning given to that term in Section 1;

“Official List” means the Official List of the UK’s Financial Conduct Authority;

“PGK” and “Kina” means the lawful currency of PNG;

22


“PNG” means the Independent State of Papua New Guinea;

“PNG Acceptance Form” means the form of acceptance and authority document (printed on blue paper)which accompanies this Offer Document and under which NBPOL Shareholders may accept the Offer inrespect of their NBPOL Shares in uncertificated form listed on POMSoX (and which is substantially in theform attached as Annexure 4);

“PNG Broker” has the meaning given to that term in Section 14.6;

“POMSoX” means the Port Moresby Stock Exchange Limited;

“POMSoX Listing Rules” means the Listing Rules of POMSoX;

“Relevant NBPOL Shares” has the meaning ascribed to that term in Section 13.1(a);

“Relevant Regulations” means the UK Uncertificated Securities Regulations 2001;

“Restricted Jurisdiction” has the meaning given to that term in the Section headed “Important Notices”;

“Rights” means all accretions, rights or benefits arising to or arising from the NBPOL Shares directly orindirectly after the date of the Offer (including all rights to receive dividends and to receive or subscribe forshares, stock, units, notes or options and all other distributions or entitlements declared, paid or issued byNBPOL after that date);

“SDRT” has the meaning given to it in Section 18.2;

“Securities Act” means the Securities Act 1997;

“Securities Commission” means the Securities Commission of Papua New Guinea established pursuantto Section 4 of the Securities Act;

“Sime Darby” has the meaning given to it in Section 1;

“TTE Instruction” means a Transfer to Escrow instruction (as described in the CREST manual issued byEuroclear as amended from time to time);

“UK” means the United Kingdom of Great Britain and Northern Ireland;

“USD” means the lawful currency of the United States of America; and

“Uncertificated Form” means a Depositary Interest which is for the time being recorded on the relevantregister as being held in uncertificated form in CREST and title to which, by virtue of the CRESTRegulations, may be transferred by means of CREST.

33.2 InterpretationIn this Offer unless the context otherwise requires:

(a) this document includes any annexure to it;

(b) “you” means a person to whom this Offer is made and “your” has a corresponding meaning;

(c) section headings and subheadings are for reference purposes only;

(d) the singular includes the plural and vice versa;

(e) words denoting any gender include all genders;

(f) reference to a person includes any other entity recognised by law and vice versa;

(g) where a word or phrase is defined its other grammatical forms have a corresponding meaning;

(h) any reference to a party to this document includes its successors and permitted assigns;

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(i) any reference to any agreement or document includes that agreement or document as amended atany time;

(j) the use of the word includes or including is not to be taken as limiting the meaning of the wordspreceding it;

(k) the expression at any time includes reference to past, present and future time and the performanceof any action from time to time;

(l) an agreement, representation or warranty on the part of two or more persons binds them jointly andseverally;

(m) an agreement, representation or warranty on the part of two or more persons is for the benefit of themjointly and severally; and

(n) reference to a statute or code includes all regulations and amendments to that statute or code andany statute or code passed in substitution for that statute or incorporating any of its provisions to theextent that they are incorporated.

SIGNED for and on behalf of

Sime Darby Plantation Sdn Bhd by:

_________________________________________________ _________________________________________________Director Director

_________________________________________________ _________________________________________________Datuk Franki Anthony Dass Tan Sri Dato’ Seri Mohd Bakke Salleh

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CERTIFICATE

To the best of our knowledge and belief, after making the proper enquiry, the information contained in theoffer document is true and correct, is not false, misleading or deceptive in any material respect, whetherby omission of any information or otherwise, and includes all the information required to be disclosed bythe Offeror under the Takeovers Code 1998 (PNG).

Signed by:

_________________________________________________Managing Director

_________________________________________________Datuk Franki Anthony Dass

23 OCT 2014Date:_______________________________________

Signed by:

_________________________________________________Chief Financial Officer

_________________________________________________Renaka Ramachandran

23 OCT 2014Date:_______________________________________

Signed by:

_________________________________________________Director

_________________________________________________Tan Sri Dato’ Seri Mohd Bakke Salleh

23 OCT 2014Date:_______________________________________

Signed by:

_________________________________________________Director

_________________________________________________Dato’ Seri Abdul Wahab Maskan

23 OCT 2014Date:_______________________________________

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Annexure 1 – How to accept this Offer if you hold NBPOL Shares listed on POMSoX

1. Acceptance Instructions● Please check the front page of the PNG Acceptance Form to ensure that your address and the

number of NBPOL Shares shown as “Holding as at 23 October 2014” are correct. If incorrect, pleasewrite your correct details and initial changes.

● Please specify on the front page of the PNG Acceptance Form if you wish to receive GBP orKina for your NBPOL Shares.

● Please sign and date the PNG Acceptance Form in the box for signature set out on the frontpage of that form.

● Joint shareholders: If your NBPOL Shares are held in the names of more than one person, all ofyou must sign the PNG Acceptance Form.

● Corporations: The PNG Acceptance Form must be signed by the authorised officers of thecorporation and sealed (if required, in accordance with the corporation's constitution), or a dulyappointed attorney.

● Powers of Attorney: If the PNG Acceptance Form is signed under a Power of Attorney, pleaseattach a certified copy of Power of Attorney to the PNG Acceptance Form when you return it.

● Sale and purchase of shares: If you have sold some of your NBPOL Shares or bought someNBPOL Shares prior to 23 October 2014 amend the number of shares held by you on the PNGAcceptance Form and initial the amendment.

● Number of shares: You may accept the Offer in respect of any number of your NBPOL Shares heldby you on the last day of the Offer Period as recorded in NBPOL’s share register or none at all.

2. Lodgement InstructionsNBPOL Shareholders should mail or deliver their completed PNG Acceptance Form(s) and any otherdocuments required by these instructions to

Mail to: or Deliver in person to:PNG Registries Limited PNG Registries Limited PO Box 1265 Level 2 AON HausPort Moresby NCD Macgregor St, Port Moresby NCDPAPUA NEW GUINEA PAPUA NEW GUINEA

Your Signed PNG Acceptance Form must be received by no later than 5.00 p.m. (PNG time) on18 December 2014.

Alterations

NBPOL Shareholders who hold their NBPOL Shares listed on POMSoX will be notified in writing (includingby email) or by public announcement if any of the details contained in this Annexure 1 are altered.

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Annexure 2 – How to accept this Offer if you hold NBPOL Shares listed on LSE(including Depositary Interests)

Acceptances relating to NBPOL Shares listed on LSE held in Certificated Form

(a) Completion of Acceptance Form

To participate in the Offer, NBPOL Shareholders who hold their NBPOL Shares listed on LSE in CertificatedForm must complete, sign, witness and return the yellow LSE Acceptance Form accompanying thisdocument in accordance with Section 9.1, this Annexure 2 and the instructions printed on the LSEAcceptance Form.

If you hold NBPOL Shares listed on LSE in both Certificated Form and in Uncertificated Form (asDepositary Interests), you should complete an LSE Acceptance Form for the holding held in CertificatedForm and send a TTE Instruction in respect of the holding held as Depositary Interests. In addition, youshould complete separate TTE Instructions for Depositary Interests held under different member accountIDs. You should complete separate LSE Acceptance Forms for NBPOL Shares held in Certificated Formbut under different designations.

Additional LSE Acceptance Forms are available from Capita Asset Services on 0871 664 0321 from withinthe UK or +44 20 8639 3399 if calling from outside the UK between 9.00 a.m. and 5.30 p.m. (London time)Monday to Friday. Calls to the 0871 664 0321 number cost 10 pence per minute from a BT landline. Othernetwork providers’ costs may vary. Calls to the helpline from outside the UK will be charged at applicableinternational rates. Different charges may apply to calls from mobile telephones and calls may be recordedand randomly monitored for security and training purposes. The helpline cannot provide any financial, legalor tax advice.

(b) Return of Acceptance Form

A completed, signed and witnessed LSE Acceptance Form should be sent either by post or by hand(during normal business hours only) to the receiving agent Capita Asset Services, Corporate Actions, TheRegistry, 34 Beckenham Road, Beckenham, Kent BR3 4TU as soon as possible within the Offer Periodand, in any event, so as to be received not later than 1.00 p.m. (UK time) on 18 December 2014. Noacknowledgement of receipt of documents will be given. Completed LSE Acceptance Forms should beposted in the accompanying reply paid envelope (for use in the UK only).

Any LSE Acceptance Form received in an envelope postmarked in a Restricted Jurisdiction or otherwiseappearing to the Offeror or its agents to have been sent from a Restricted Jurisdiction may be rejected asan invalid acceptance.

(c) Share certificates

The completed, signed and witnessed LSE Acceptance Form should be accompanied by the relevantshare certificate(s) and/or other document(s) of title. If your share certificate(s) and/or other document(s) oftitle are not readily available (for example, if they are with your stockbroker, bank or other agent), the LSEAcceptance Form should nevertheless be completed, signed, witnessed and returned as described aboveso as to be received by Capita Asset Services at the address given below within the Offer Period and notlater than 1.00 p.m. (UK time) on 18 December 2014 together with any share certificate(s) and/or otherdocument(s) of title that you may have available, accompanied by a letter of explanation stating that the(remaining) NBPOL Share certificate(s) and/or other documents(s) of title will be forwarded as soon aspossible within the Offer Period thereafter and, in any event, not later than 1.00 p.m. (UK time) on 18December 2014. If the share certificate has been lost, complete and lodge an LSE Acceptance Formtogether with a letter of explanation and any certificate(s) available, with Capita Asset Services at theaddress given on page 1 of the LSE Acceptance Form. You should then write to Capita Asset Services,The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU for a letter of indemnity which should becompleted in accordance with the instructions given. When completed, the letter of indemnity must belodged with Capita Asset Services at the address given on page 1 of the LSE Acceptance Form.

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(d) Validity of Acceptance Forms

The Offeror reserves the right to treat as valid only LSE Acceptance Forms which are received entirely inorder within the Offer Period and by 1.00 p.m. (UK time) on 18 December 2014 and which areaccompanied by the share certificate and/or other document of title or a satisfactory indemnity in lieuthereof in respect of the entire number of NBPOL Shares in respect of which the Offer is accepted.Notwithstanding the completion of a valid LSE Acceptance Form, the Offer may be suspended, terminatedor lapsed in accordance with this Offer Document.

If you are in any doubt as to how to complete the LSE Acceptance Form or as to the procedure foracceptance of the Offer, please contact Capita Asset Services on 0871 664 0321 from within the UK or+44 20 8639 3399 if calling from outside the UK. Calls to the 0871 664 0321 number cost 10 pence perminute from a BT landline. Other network providers’ costs may vary. Lines are open 9.00 a.m. to 5.30 p.m.(UK time) Monday to Friday. Calls to the helpline from outside the UK will be charged at the applicableinternational rate. Different charges may apply to calls from mobile telephones and calls may be recordedand randomly monitored for security and training purposes. The helpline cannot provide advice on themerits of the Offer nor give any financial, legal or tax advice.

Acceptances relating to NBPOL Shares held as Depositary Interests in CRESTIf your NBPOL Shares are held as Depositary Interests in CREST, to accept the Offer you should take (orprocure to be taken) the action set out below to transfer (by means of a TTE Instruction) the number ofNBPOL Shares represented by Depositary Interests in respect of which you wish to accept the Offer to anescrow balance, specifying Capita Asset Services (in its capacity as a CREST Receiving Agent under itsparticipant ID referred to below) as the escrow agent, as soon as possible within the Offer Period and inany event so that the transfer to escrow settles not later than 1.00 p.m. (UK time) on 18 December 2014.Holders of Depositary Interests should not complete the LSE Acceptance Form.

If you hold NBPOL Shares listed on LSE in both Certificated Form and in Uncertificated Form (asDepositary Interests), you should complete an LSE Acceptance Form for the holding held in CertificatedForm and a TTE Instruction in respect of the holding held as Depositary Interests. In addition, you shouldcomplete separate TTE Instructions for Depositary Interests held under different member account IDs

If you are a CREST sponsored member, you should refer to your CREST sponsor before taking any action.Your CREST sponsor will be able to confirm details of your participant ID and the member account IDunder which your Depositary Interests are held. In addition, only your CREST sponsor will be able to sendthe TTE Instruction to Euroclear in relation to the NBPOL Shares represented by Depositary Interests inrespect of which you wish to accept the Offer. You should send (or, if you are a CREST sponsored member,procure that your CREST sponsor sends) a TTE Instruction to Euroclear, which must be properlyauthenticated in accordance with Euroclear’s specification and which must contain, in addition to otherinformation that is required for the TTE Instruction to settle in CREST, the following details:

● the number of Depositary Interests to be transferred to an escrow balance;

● your member account ID;

● your participant ID;

● the participant ID of the escrow agent for the Depositary Interests, Capita Asset Services, in itscapacity as a CREST Receiving Agent. This is RA10;

● the member account ID of the escrow agent for the Depositary Interests, Capita Asset Services. Thisis SIMNEW01;

● the Corporate Action Number for the Offer. This is allocated by Euroclear and can be found by viewingthe relevant corporate action details in CREST;

● the intended settlement date for the transfer to escrow. This should be as soon as possible within theOffer Period and in any event no later than 1.00 p.m. (UK time) on 18 December 2014;

● the corporate action ISIN of the Depositary Interests, which is PG0009239032;

● the input with the standard TTE delivery instruction priority 80; and

● a contact telephone number inserted in the shared note field.

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After settlement of the TTE Instruction, you will not be able to access the Depositary Interests concernedin CREST for any transaction or for charging purposes, notwithstanding they will be held by Capita AssetServices as escrow agent to the Offer, until completion or lapsing of the Offer. If the Offer becomes or isdeclared unconditional in all respects, Capita Asset Services will transfer the Relevant NBPOL Sharesrepresented by the Depositary Interests to the Offeror and the Depositary Interests in respect of suchRelevant NBPOL Shares will be cancelled.

You are recommended to refer to the CREST Manual published by Euroclear for further information on theCREST procedures outlined above.

You should note that Euroclear does not make available special procedures in CREST for any particularcorporate action. Normal system timings and limitations will therefore apply in connection with a TTEInstruction and its settlement. You should therefore ensure that all necessary action is taken by you (or byyour CREST sponsor) to enable a TTE Instruction relating to your Depositary Interests to settle prior to1.00 p.m. (UK time) on 18 December 2014. In this connection you are referred in particular to thosesections of the CREST Manual concerning practical limitations of the CREST system and timings.

Deposits of Shares into, and withdrawals of Depositary Interests from, CREST (A) Normal CREST procedures (including timings) apply in relation to any Depositary Interests that are, or

are to be, converted from being NBPOL Shares represented as Depositary Interests in CREST toCertificated Form, or from Certificated Form to being NBPOL Shares represented as DepositaryInterests in CREST, during the course of the Offer (whether such conversion arises as a result of atransfer of NBPOL Shares and/or Depositary Interests or otherwise).

(B) NBPOL Shareholders who are proposing to convert any such NBPOL Shares or Depositary Interestsare recommended to ensure that the conversion procedures are implemented in sufficient time toenable the person holding or acquiring the NBPOL Shares or Depositary Interests as a result of theconversion to take all necessary steps in connection with such person’s participation in the Offer (inparticular, as regards delivery of share certificates and/or other documents of title or transfers to anescrow balance as described above) prior to 1.00 p.m. (UK time) on 18 December 2014.

Validity of TTE Instructions The Offeror reserves the right to treat as valid only TTE Instructions which are received entirely in order by1.00 p.m. (UK time) on 18 December 2014.

AlterationsNBPOL Shareholders who hold their NBPOL Shares listed on LSE on Certificated Form, or as DepositaryInterests in CREST will be notified in writing (including by email) or by public announcement if any of thedetails contained in this Annexure 2 are altered.

29


Annexure 3 – How to accept this Offer if you are an NBPOL employee and are issued NBPOL Shares Pursuant to the LTIP

1. Acceptance Instructions● Please check the front page of the LTIP Acceptance Form to ensure that your address and the

number of LTIP awards shown are correct. If incorrect, please write your correct details and initialchanges.

● Please specify on the front page of the LTIP Acceptance Form if you wish to receive GBP orPGK for your NBPOL Shares.

● Please sign and date the LTIP Acceptance Form in the box for signature set out on the front pageof that form.

● Powers of Attorney: If the LTIP Acceptance Form is signed under a Power of Attorney, pleaseattach a certified copy of Power of Attorney to the LTIP Acceptance Form when you return it.

● Number of shares: You may accept the Offer in respect of any number of your NBPOL Shares heldby you on the last day of the Offer Period as recorded in NBPOL’s share register or none at all.

2. Lodgement InstructionsNBPOL Shareholders should mail or deliver their completed LTIP Acceptance Form(s) and any otherdocuments required by these instructions to

Mail to: or Deliver in person to:PNG Registries Limited PNG Registries Limited PO Box 1265 Level 2 AON HausPort Moresby NCD Macgregor St, Port Moresby NCDPAPUA NEW GUINEA PAPUA NEW GUINEA

Your Signed LTIP Acceptance Form must be received by no later than 5.00 p.m. (PNG time) on18 December 2014.

Alterations

You will be notified in writing (including by email) or by public announcement if any of the details containedin this Annexure 3 are altered.

30


Annexure 4 – Sample PNG Acceptance Form

NOTICE OF OFFER FOR ALL YOUR ORDINARY FULLY PAID SHARES IN NEW BRITAIN PALM OIL LIMITED

INSTRUMENT OF TRANSFER

THIS IS AN IMPORTANT DOCUMENT.IF YOU ARE IN DOUBT AS TO HOWTO COMPLETE THIS FORM, PLEASECONSULT YOUR FINANCIAL OROTHER PROFESSIONAL ADVISERIMMEDIATELY.

If your address is incorrect, please amend and initial.

HOLDING AS AT 23 OCTOBER 2014

NBPOL SHARES: ___________________________________________________________________________________

SHARES OFFERED FOR SALE TO THE OFFEROR: _______________________________________________________

CONSIDERATION AT PGK 28.79 per share

PGK____________________________

CONSIDERATION AT GBP 7.15 per share

GBP____________________________

* I WISH TO BE PAID IN PNG KINA FOR EACH OF MY NBPOL SHARES Box 1A

* I WISH TO BE PAID IN GBP FOR EACH OF MY NBPOL SHARES Box 1B

OFFER BY SIME DARBY PLANTATION SDN BHD TO ACQUIRE ALL OR PART OF YOUR ORDINARY FULLYPAID SHARES IN NEW BRITAIN PALM OIL LIMITED

Use this Acceptance Form to accept the Offer for your NBPOL Shares. By accepting this Offer, you areaccepting the NBPOL Shares described above. If you need help in completing this form, please contactSTUART SIMON or BRENDA IGO on 321 6377

AcceptanceI/We, the person(s) named above, being the holder(s) of the fully paid NBPOL Shares shown above:

(a) accept the Offer in respect of all my/our NBPOL Shares described above and hereby agree to transferto the Offeror the number of NBPOL Shares described above for the consideration specified in theOffer; and

(b) agree to be bound by the terms and conditions of the Offer, including my/our representations,warranties and agreements set out in the Offer Document.

Please mark with a cross one (1) of the boxes below indicating your preferred method of payment (if no boxis crossed, or both are crossed, a Cheque will be posted to the address as set out in the Holding Certificate):

Cheque to be posted.

Direct Deposit or Telegraphic Transfer to the following bank account

Account Name _________________________________________________________________________________(must be the same name as the registered Holder in this Notice)

Bank Name and Address________________________________________________________________________

BSB ___________________________________________________________________________________________

Account Number _______________________________________________________________________________

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If this Acceptance Form is signed under Power of Attorney, the Attorney declares that he/she has no noticeof the revocation of the Power of Attorney.

Security holder 1 (Individual) ________________________________________________Sole Director and Sole Secretary – if a company

Joint Security holder 2 (Individual)___________________________________________Director/Company Secretary – if a company (Delete one)

Joint Security holder 3 (Individual)___________________________________________Director – if a company

Date ______________________________________________________________________

PLEASE REFER TO ANNEXURE 3 FOR FURTHER IMPORTANT INSTRUCTIONS. YOUR ACCEPTANCEMUST BE RECEIVED BY NO LATER THAN THE END OF THE OFFER PERIOD WHICH IS 5.00 P.M. ON18 DECEMBER 2014 (PNG TIME).

CompanySeal

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Annexure 5 – Sample LSE Acceptance Form

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the actionyou should take, you are recommended to seek your own personal financial advice immediately from an independentfinancial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident inthe UK or, if not, another appropriately authorised independent financial adviser in the relevant jurisdiction.

This document (the LSE Acceptance Form) should be read in conjunction with the accompanying offer document dated 23 October2014 from Sime Darby Plantation Sdn Bhd to NBPOL shareholders (the Offer Document). Unless the context otherwise requires, thedefinitions contained in the Offer Document apply to this LSE Acceptance Form.

The availability of the Offer to persons not resident in the UK or PNG may be affected by the laws of the relevant jurisdiction. Personswho are not resident in the UK or PNG should obtain advice and observe any applicable requirements. The Offer is not being made,directly or indirectly, in or, into or from any Restricted Jurisdiction and the Offer will not be capable of acceptance from or within anyRestricted Jurisdiction. Doing so may render invalid any purported acceptance. Accordingly, copies of this LSE Acceptance Form andthe accompanying Offer Document and any related offering documents are not being, and must not be, mailed or otherwise forwarded,distributed, transmitted in or sent in, into or from any Restricted Jurisdiction. Any failure to comply with the applicable restrictions mayconstitute a violation of the securities laws of any such jurisdiction. All persons (including nominees, trustees and custodians) whowould, or otherwise intend to, or also may have a contractual or legal obligation to, forward this document or the accompanyingdocuments to any jurisdiction outside the United Kingdom, Singapore, Malaysia or PNG should read Important Notices – Overseas

NBPOL Shareholders and Section 13 in the Offer Document before taking any action.

If you have sold or otherwise transferred all of your NBPOL Shares, you should pass the accompanying Offer Document, but not thispersonalised LSE Acceptance Form, to the purchaser or transferee or to the person through whom the sale or transfer was affectedas soon as possible for transmission to the purchaser or transferee. However, such documents should not be forwarded to, ortransmitted in or into any Restricted Jurisdiction. The attention of Shareholders who are resident in, or citizens, nationals or residentsof, territories outside the United Kingdom, Singapore, Malaysia or PNG is drawn to Important Notices – Overseas NBPOL Shareholders

and Section 13 in the accompanying Offer Document.

This LSE Acceptance Form is personalised and may only be used to accept the Offer in relation to those certificated NBPOL Sharesspecified in Box 1.

NEW BRITAIN PALM OIL LIMITED (THE “COMPANY”)

LSE Acceptance Form

For use in respect of NBPOL Shares listed on LSE held in Certificated Form

in relation to the cash offer by Sime Darby Plantation Sdn Bhd (the “Offeror”)

for all the shares in the Company (the “Offer”)

IF YOU DO NOT WISH TO TAKE UP THE OFFER THEN DO NOT COMPLETE OR RETURN THIS FORM

If you wish to participate in the Offer:

● To accept the Offer in respect of certificated NBPOL Shares listed on the LSE you should complete this LSE Acceptance Form onpage 3 by following the instructions and notes for guidance set out on pages 2 and 4.

● If you are an individual, please sign Box 2 (on page 3) in the presence of a witness, who must be over 18 years of age and whomust also sign and give his/her name and address.

● If the Offer is being accepted in respect of NBPOL Shares which are held jointly, all joint holders must sign.

Return this LSE Acceptance Form, duly completed and signed together with your share certificate(s) or other document(s) of title, bypost or by hand (during normal business hours) to Capita Asset Services, Corporate Actions The Registry, 34 Beckenham Road,Beckenham, Kent BR3 4TU, as soon as possible within the Offer Period and, in any event, so as to be received not later than 1.00 p.m.London time on 18 December 2014. A reply paid envelope is enclosed for your convenience. Completed LSE Acceptance Formsshould be posted in the accompanying reply paid envelope (for use in the UK only).

Notes: If you hold your NBPOL Shares listed on the LSE in Certificated Form and your share certificate(s) is/are currently unavailable,complete this LSE Acceptance Form and forward the share certificate(s) to Capita Asset Services, Corporate Actions, The Registry,34 Beckenham Road, Beckenham, Kent BR3 4TU as soon as possible thereafter and, in any event, by 1.00 p.m. London time on18 December 2014.

If you hold NBPOL Shares in Certificated Form (that is, not in CREST) but under different designations, you should complete a separateAcceptance Form for each designation. You can obtain further LSE Acceptance Forms from the address below.

If you have any questions on how to complete this LSE Acceptance Form, please contact Capita Asset Services on 0871 664 0321from within the UK or +44 20 8639 3399 if calling from outside the UK between 9.00 a.m. and 5.30 p.m. (UK time) Monday to Friday.Calls to the 0871 664 0321 number cost 10 pence per minute from a BT landline. Other network providers’ costs may vary. Calls tothe helpline from outside the UK will be charged at applicable international rates. Different charges may apply to calls from mobiletelephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide anyfinancial, legal or tax advice.

33


HOW TO COMPLETE THIS LSE ACCEPTANCE FORM

TO ACCEPT THE OFFER

Insert in Box 1 the number of NBPOL Shares in respect ofwhich you want to accept the Offer. Complete either Box 1Aor Box 1B to elect to receive consideration in the relevantcurrency.

Sign Box 2 as explained below, complete Box 3, and, ifappropriate, complete Box 4 and Box 5. You may acceptthe Offer in respect of any number of your registered holdingof NBPOL Shares held by you on the last day of the OfferPeriod as recorded in NBPOL’s share register or none at all.Subject to the Offer becoming unconditional in all respects,acceptances will be met in full.

If no number is inserted in Box 1 and you have signed Box 2,you will be deemed to have accepted the Offer in respect ofall your registered holding of NBPOL Shares and will receiveyour consideration in GBP.

If you have inserted a number greater than your entireregistered holding of NBPOL Shares in Box 1 and you havesigned Box 2, you will be deemed to have accepted the Offerin respect of the lesser of (1) your entire registered holdingof NBPOL Shares and (ii) the number of NBPOL Shares inrespect of which certificates or an indemnity in lieu thereof isreceived. If you have not crossed Box 1A or 1B or havecrossed more than one of these boxes, you will be deemedto have elected to receive the Offer consideration in GBP.

1

SIGNATURE

If you wish to accept the Offer, you must sign Box 2regardless of which other Box(es) you complete. If yours is ajoint holding, arrange for all other joint holders to do likewise.

EACH HOLDER MUST SIGN IN THE PRESENCE OF AWITNESS. The witness must be over 18 years of age andmust not be one of the joint registered holders (if any) orotherwise have any financial interest in the NBPOL Sharesor the proceeds of sale arising from such shares. Thewitness should state his/her name and address and signwhere indicated. The same witness may witness eachsignature of the joint holders. If the acceptance is not madeby the registered holder(s), interest the name(s) and capacity(e.g. executor) of the person(s) making the acceptance. Acompany may either execute under seal, the seal beingaffixed and witnessed in accordance with its Articles ofAssociation or other regulations, or, in the case of a company

incorporated in Great Britain, in accordance with section 44of the UK Companies Act 2006. A body corporateincorporated outside Great Britain should execute this LSEAcceptance Form in accordance with the laws of their placeof incorporation. If the LSE Acceptance Form is not signedby the registered holder(s), insert the name(s) and capacity(e.g. executor) of the person(s) signing this LSE AcceptanceForm. The person signing this LSE Acceptance Form shouldprovide evidence of his/her authority. If the LSE AcceptanceForm is signed under a power of attorney, the power ofattorney and share certificate(s) should accompany this LSEAcceptance Form. If you sign Box 2 without putting “No” inBox 4, you will be deemed to have given the representationsand warranties set out in Section 13 of the Offer Document.

This LSE Acceptance Form shall take effect as a Deedexecuted by you and by your joint holder(s), if any.

2

FULL NAME(S) AND ADDRESSES

If your details on this personalised LSE Acceptance Formare incorrect, please complete Box 3 with the full name(s)and address(es) of ALL the registered holder(s) in BLOCKCAPITALS.

Unless you complete Box 5, the address of the sole or first-named holder I shown above Box 1 or as inserted in n Box3 is the address to which your consideration will be sent.

Please also provide a daytime telephone number in the UKwhere you may be contacted in the event of any query.

Any designations (e.g. on account) must also be included.

RESTRICTED JURISDICTIONS

If you are unable to give the representations and warrantiesrequired by Section 13 of the Offer Document, YOU MUSTPUT “NO” in Box 4. If you do not put “NO” in Box 4 you willbe deemed to have given such representations andwarranties.

If you insert “NO” in Box 4, you will be deemed not to haveaccepted the Offer, notwithstanding that you may havepurported to do so.

ALTERNATIVE ADDRESS FOR DESPATCH OF CONSIDERATION

If you want the consideration and/or other documents to besent to someone other than the sole or first named registeredholder (e.g. to your bank or stockbroker), you should alsocomplete Box 5.

It is the responsibility of NBPOL Shareholders residentin or with registered address in any RestrictedJurisdiction to ensure that they can accept the Offer.

3

5

4

Complete Here ➨

Sign here ➨

Complete Here ➨

Complete Here ➨

Complete Here ➨

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Signed and delivered as a deed by: In the presence of:

1. ......................................................................... 1. Name ............................................................ Address........................................................................................................................................... Signature ....................................................... ..........................................................................




Name ..............................................................................................

Address ..........................................................................................

................................................... Postcode ....................................

1

2

3

4

5

PLEASE COMPLETE IN BLOCK CAPITALS AS EXPLAINED ON PAGES 2 AND 4The provisions of Appendix I of the Offer Document are incorporated and form part of this

LSE Acceptance Form

TO ACCEPT THE OFFER Insert in Box 1 the number of NBPOL Shares for which you accept the Offer

Indicate the currency in which you wish to receiveConsideration under the Offer. Insert an “X” in Box 1A to electto receive Consideration in the form of GBP. Insert an “X” in Box1B to elect to receive Consideration in the form of Kina. Indicateone currency only.

Then complete Boxes 3, 4 and 5 (if appropriate) and sign Box 2below in the presence of an independent witness.

If you fail to indicate a currency, or indicate more than onecurrency, you will receive GBP.

SIGNATURESSIGN HERE TO ACCEPT THE OFFERSignature by individuals

FULL NAME(S) AND ADDRESS(ES) (TO BE COMPLETED IN BLOCK CAPITALS) – only to be completed ifthe pre-printed details shown above in Box 1 have changed or are incorrect.

RESTRICTED JURISDICTIONSPlease put “NO” in Box 4 if you are UNABLE to give the representations andwarranties relating to Restricted Jurisdictions required in Section 13 of the OfferDocument. Otherwise leave it blank.

ALTERNATE ADDRESS FOR DESPATCH OFCONSIDERATIONPlease insert an address to which consideration and/or other document(s) is/areto be sent, if not that of the sole or first-named registered holder as indicated byyou in Box 3.

Box 1

Execution by corporations*Executed and delivered as a deed under the common seal of/Executed and delivered as a deed by:

.......................................................................................................................................................................... Name of Corporation HEREIn the presence of/acting by:

............................................................................................ ................................................ ..........................................Signature of Director Name of Director Signature of Director/Secretary* Name of Director/Secretary**Delete as appropriate

AFFIXSEAL

First name and registered holder1. Forename(s) ............................................................................................

(insert Mr. Mrs. Miss or Title)Surname or Corporate name ..................................................................Address ........................................................................................................................................................................ Postcode ........................

Daytime UK telephone number ................................................................

Joint holders (if any)2. Forename(s) ............................................................................................

(insert Mr. Mrs. Miss or Title)Surname or Corporate name ..................................................................Address ........................................................................................................................................................................ Postcode ........................

3. Forename(s) ............................................................................................(insert Mr. Mrs. Miss or Title)Surname or Corporate name ..................................................................Address ........................................................................................................................................................................ Postcode ........................

4. Forename(s) ............................................................................................(insert Mr. Mrs. Miss or Title)Surname or Corporate name ..................................................................Address ........................................................................................................................................................................ Postcode ........................

Box 2

Box 5

Box 3

Box 4

I/we elect to receive consideration in theform of GBP.

I/we elect to receive consideration in theform of Kina.

Box 1A

Box 1B

NOTE: THE SIGNATURE OF EACH REGISTERED HOLDER SHOULD BE WITNESSED BY A PERSON OVER 18 YEARS OF AGE WHO IS NOT ANOTHER JOINT HOLDER(IF ANY) AND WHO MUST ALSO SIGN AND PRINT HIS/HER NAME AND ADDRESS WHERE INDICATED. ALL JOINT HOLDERS MUST SIGN.

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PLEASE REMEMBER TO RETURN YOUR VALID SHARE CERTIFICATE(S) IN RESPECT OF THE NBPOL SHARES LISTEDON LSE HELD IN CERTIFICATED FORM IN RESPECT OF WHICH YOU HAVE ACCEPTED THE OFFER.

FURTHER NOTES REGARDING THE COMPLETION AND LODGING OF THISACCEPTANCE FORM

A. Where a power of attorney has been granted If a holder has executed a power of attorney, the attorney must sign this LSE Acceptance Form. The original power of attorney

(or a duly certified copy, as provided in the Powers of Attorney Act 1971) must be lodged with this completed LSE AcceptanceForm with Capita Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU. No othersignatures will be accepted. Capita Asset Services will note the power of attorney and return it as directed.

B. If the sole holder has died If probate or letters of administration has/have been registered with Capita Asset Services, this LSE Acceptance Form must be

executed by the personal representative(s) of the deceased, in the presence of a witness, and lodged with the Capita AssetServices, Corporate Actions The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU. If probate or letters of administrationhas/have been granted but has/have not been registered with the Company's registrars, the personal representative(s) shouldexecute this LSE Acceptance Form and lodge it with Capita Asset Services at the address above with, if the NBPOL Shares areheld in certificated form, the share certificate(s) and/or document(s) of title. A copy of the probate or letters of administrationmust be lodged as soon as possible thereafter and in any event by 1.00 p.m. on 18 December 2014 in order to validate this LSEAcceptance Form. If probate or letters of administration have not been granted, the personal representative(s) should sign theLSE Form of Acceptance and forward it to Capita Asset Services with the share certificate(s). However, a sealed copy of theprobate or letters of administration must be lodged with Capita Asset Services before the consideration due under the Offer canbe forwarded to the personal representative(s).

C. If one or more of the joint holders has died This LSE Acceptance Form is valid if executed by all the surviving holders, each in the presence of a witness, and lodged with

Capita Asset Services at the address above, accompanied by the share certificate(s) and/or other document(s) of title, and, in allcases, a valid copy of the death certificate, probate or letters of administration in respect of the deceased joint holder.

D. If you hold your NBPOL Shares in certificated form and your share certificate(s) and/or other document(s)of title are held by your stockbroker, bank or other agent

If your share certificate(s) and/or other document(s) of title is/are held by your stockbroker, bank or other agent, complete thisLSE Acceptance Form and, if the share certificate(s) and/or other document(s) of title is/are readily available, deliver this completedLSE Acceptance Form to your stockbroker, bank or other agent for lodging with Capita Asset Services at the address above,accompanied by the relevant share certificate(s) and/or document(s) of title. If the share certificate(s) and/or other document(s)of title is/are not readily available, you should complete this LSE Acceptance Form and lodge it with Capita Asset Services at theaddress above, together with a note of explanation (for example, "share certificates to follow") and arrange for the sharecertificate(s) and/or other document(s) of title to be forwarded as soon as possible thereafter and, in any event, so as to bereceived not later than 1.00 p.m. on 18 December 2014.

E. If you hold your NBPOL Shares in Certificated Form and your name(s) or other particulars are shownincorrectly on the certificate

● Incorrect name(s) – complete and lodge this LSE Acceptance Form with the correct name(s) accompanied by a letter fromyour bank, stockbroker or solicitor confirming that the person described on the certificate and the person who has executed thisLSE Acceptance Form are one and the same.

● Incorrect address – write the correct address in Box 3 of this LSE Acceptance Form and lodge it together with an accompanyingletter of explanation.

● Change of name(s) – lodge your marriage certificate or the relevant deed poll with this LSE Acceptance Form for noting.

The Company reserves the right to treat as valid LSE Acceptance Forms which are not received entirely in order (to be determinedby the Company in its sole discretion) by 1.00 p.m. on 18 December 2014 and which are accompanied (in the case of NBPOLShares held in Certificated Form) by the relevant Share certificate(s) and/or other document(s) of title or a satisfactory indemnityin lieu thereof in respect of the entire number of NBPOL Shares in respect of which the Offer has been accepted. If in theCompany's determination (in its absolute discretion), Box 2 has not been validly completed, provided that the LSE AcceptanceForm is otherwise in order and accompanied by all other relevant documents, the acceptance may be accepted as a validacceptance in respect of all your NBPOL Shares.

F. If the share certificate has been lost complete and lodge this LSE Acceptance Form together with a letter of explanation and anycertificate(s) available, with Capita Asset Services at the address given on page 1 of this LSE Acceptance Form. You should thenwrite to Capita Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU for a letter of indemnity whichshould be completed in accordance with the instructions given. When completed, the letter of indemnity must be lodged withCapita Asset Services at the address given on page 1 of this LSE Acceptance Form.

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Annexure 6 – Sample LTIP Acceptance Form

IMPORTANT NOTE: THE NBPOL SHARES REFERRED TO BELOW REPRESENT YOUR PROVISIONAL ENTITLEMENT ONLY. NO NBPOL SHARES WILL BE ISSUED TO YOU UNLESS THERE IS A CHANGE OF “CONTROL” OF NBPOL

WITHIN THE MEANING OF THE LTIPRULES

NOTICE OF CASH OFFER FOR ALLYOUR ORDINARY FULLY PAIDSHARES IN NEW BRITAIN PALMOIL LIMITED THAT MAY BE ISSUEDPURSUANT TO THE LTIP

INSTRUMENT OF TRANSFER

THIS IS AN IMPORTANT DOCUMENT. IF YOU ARE IN DOUBT AS TO HOW TO COMPLETE THIS FORM,PLEASE CONSULT YOUR FINANCIAL OR OTHER PROFESSIONAL ADVISER IMMEDIATELY.

LTIP AWARDS AS AT 23 OCTOBER 2014

NBPOL SHARES THAT MAY BE ISSUED PURSUANT TO THE LTIP: _____________________________________

SHARES OFFERED FOR SALE TO THE OFFEROR: _______________________________________________________

CONSIDERATION AT PGK 28.79 or GBP 7.15 per shareIf your address is incorrect, please amend and initial.

PGK____________GBP________________

* I WISH TO BE PAID IN PNG KINA FOR EACH OF MY NBPOL SHARES THAT MAY ISSUED PURSUANT TO THE LTIP Box 1A

* I WISH TO BE PAID IN GBP FOR EACH OF MY NBPOL SHARES THAT MAY ISSUED PURSUANT TO THE LTIP Box 1B

CASH OFFER BY SIME DARBY PLANTATION SDN BHD TO ACQUIRE ALL OR PART OF YOUR ORDINARYFULLY PAID SHARES IN NEW BRITAIN PALM OIL LIMITED THAT MAY ISSUED PURSUANT TO THE LTIP

Use this Acceptance Form to accept the Offer for your NBPOL Shares that may be issued pursuant to theLTIP. By accepting this Offer, you are accepting the NBPOL Shares that may be issued pursuant to the LTIPdescribed above. If you need help in completing this form, please contact STUART SIMON or BRENDA IGOon +675 321 6377.

AcceptanceI, the person named above, being the holder of the fully paid NBPOL Shares issued pursuant to the LTIPshown above:(a) accept the Offer in respect of all my NBPOL Shares offered for sale to the Offeror described above

and hereby agree to transfer to the Offeror the number of NBPOL Shares issued pursuant to the LTIPdescribed above for the consideration specified in the Offer;

(b) acknowledge and agree that:(i) the consideration referred to in (a) above, will be paid by telegraphic transfer to an account

nominated by NBPOL; (ii) the consideration will be held by NBPOL on my behalf pending calculation by NBPOL of any

relevant taxes and other amounts payable by me as an LTIP Participant with respect to thevesting of my LTIP awards and the issue of NBPOL Shares, and I authorise each of NBPOL andPNG Registries Limited to deduct any such amounts from the consideration payable to me andapply such amounts to the relevant persons on my behalf; and

(iii) NBPOL will disburse the net amount due to me as an accepting LTIP Participant as soon aspracticable following receipt of the Offer consideration from the Offeror.

(c) agree to be bound by the terms and conditions of the Offer, including my representations, warrantiesand agreements set out in the Offer Document; and

(d) acknowledge that if there is no change of “Control” within the meaning of the LTIP Rules I will not beissued any NBPOL Shares pursuant to the LTIP and I will not be entitled to receive any considerationpursuant to this acceptance.

37


Please mark with a cross one (1) of the boxes below indicating your preferred method of payment of the netamount referred to above (if no box is crossed, or both are crossed, a Cheque will be posted to the addressas set out in the Holding Certificate):

Cheque to be posted

Direct Deposit or Telegraphic Transfer to the following bank account

Account Name _________________________________________________________________________________(must be the same name as the registered Holder in this Notice)

Bank Name and Address________________________________________________________________________

BSB ___________________________________________________________________________________________

Account Number _______________________________________________________________________________

If this Acceptance Form is signed under Power of Attorney, the Attorney declares that he/she has no noticeof the revocation of the Power of Attorney.

Security holder 1 (Individual) ________________________________________________

Date ______________________________________________________________________

PLEASE REFER TO ANNEXURE 3 FOR FURTHER IMPORTANT INSTRUCTIONS. YOUR ACCEPTANCEMUST BE RECEIVED BY NO LATER THAN THE END OF THE OFFER PERIOD WHICH IS 5.00 P.M. ON 18DECEMBER 2014 (PNG TIME).

CompanySeal

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