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Plantation 24 March 2015 To : Develol'ing Sw.sM.itmble F14t14reS Holders of NBPOL Shares quoted on POMSoX Holders of NBPOL Shares quoted on LSE Sime Darby Pl:intatlon Sdn Bhd ,..,.,..YI T +(603) 7848 4000 F +(603)78484172 W www .slmed1rbyplantatlon.com Level 3, Main B lock, Planu t lon Tower No.2, J1l1n P JU 1Afl Ara Oamansara, 47301 Petallng Joya Selangor Darul Ehsan. Malays la Holders of Depositary Interests in respect of NBPOL Shares quoted on LSE Dear Shareholder/Depositary Interest Holder Acquisition Notice - Compu l sory Sale This notice (" Notice ") is given to you in accordance with Rule 21(2) of the Takeovers Code 1998 (PNG) (" Takeovers Code") . Sime Darby Plantation Sdn Bhd (" SD Plantation") made an offer (" Offer") under the Takeovers Code for all the voting shares in New Britain Palm Oil Limited (" NBPOL") pursuant to an offer document (" Offer Document") dated 23 October 2014. 1 You did not accept the Offer in respect of all your NBPOL Shares or Depositary Interests. Except as otherwise provided in this Notice, terms defined in the Offer Document have the same meaning when used in this Notice. 1. Dominant Owner Following the expiration of the Offer Period , SD Plantation has acquired a relevant interest in approximately 98.84% of NBPOL's Shares, thus becoming a "dominant owner" (i.e . holding 90% or more of the voting shares) in relation to NBPOL for the purposes of the Takeovers Code. 2. Compulsory Sale SD Plantation has elected to exercise its rights under Rule 21 (2)(b)(i) of the Takeovers Code by requiring you to sell to SD Plantation all your NBPOL Shares and Depositary Interests in respect of which you did not accept the Offer (" Outstanding Shares "). This Notice applies to any NBPOL Shares (wherever quoted) which are issued to you in place of Deposital)!.. Interests after the date of this Notice and in respect of Depositary Interests held by you at the date of this Notice. It is expected that the Depositary Interests will be cancelled shortly and replaced with NBPOL Shares. This Notice details the terms on which your Outstanding Shares are being compulsorily acquired by SD Plantation. 3. Consideration for Your Outstanding Shares Yo u are entitl ed to receive cash consideration of GBP 7.15 or PGK 28.79 per Outstanding Share (" Consideration ") . You may elect to receive the Consideration in either GBP or PGK, but not both currencies, for your Outstanding Shares by ticking the relevant GBP box or PGK box in the currency election section of the instrument of transfer referred to in Part 4 below.

Plantation - New Britain Palm Oil Limited 24 March 2015 To: Develol'ing Sw.sM.itmble F14t14reS Holders of NBPOL Shares quoted on POMSoX Holders of NBPOL Shares quoted on LSE Sime Darby

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Page 1: Plantation - New Britain Palm Oil Limited 24 March 2015 To: Develol'ing Sw.sM.itmble F14t14reS Holders of NBPOL Shares quoted on POMSoX Holders of NBPOL Shares quoted on LSE Sime Darby

Plantation

24 March 2015

To:

Develol'ing Sw.sM.itmble F14t14reS

Holders of NBPOL Shares quoted on POMSoX

Holders of NBPOL Shares quoted on LSE

Sime Darby Pl:intatlon Sdn Bhd ,..,.,..YI

T +(603) 7848 4000 F +(603)78484172 W www .slmed1rbyplantatlon.com

Level 3, Main Block, Planut lon Tower No.2, J1l1n PJU 1Afl Ara Oamansara, 47301 Petallng Joya Selangor Darul Ehsan. Malays la

Holders of Depositary Interests in respect of NBPOL Shares quoted on LSE

Dear Shareholder/Depositary Interest Holder

Acquisition Notice - Compulsory Sale

This notice ("Notice") is given to you in accordance with Rule 21(2) of the Takeovers Code 1998 (PNG) ("Takeovers Code").

Sime Darby Plantation Sdn Bhd ("SD Plantation") made an offer ("Offer") under the Takeovers Code for all the voting shares in New Britain Palm Oil Limited ("NBPOL") pursuant to an offer document ("Offer Document") dated 23 October 2014. 1

You did not accept the Offer in respect of all your NBPOL Shares or Depositary Interests.

Except as otherwise provided in this Notice, terms defined in the Offer Document have the same meaning when used in this Notice.

1. Dominant Owner

Following the expiration of the Offer Period , SD Plantation has acquired a relevant interest in approximately 98.84% of NBPOL's Shares, thus becoming a "dominant owner" (i.e. holding 90% or more of the voting shares) in relation to NBPOL for the purposes of the Takeovers Code.

2. Compulsory Sale

SD Plantation has elected to exercise its rights under Rule 21 (2)(b)(i) of the Takeovers Code by requiring you to sell to SD Plantation all your NBPOL Shares and Depositary Interests in respect of which you did not accept the Offer ("Outstanding Shares").

This Notice applies to any NBPOL Shares (wherever quoted) which are issued to you in place of Deposital)!.. Interests after the date of this Notice and in respect of Depositary Interests held by you at the date of this Notice. It is expected that the Depositary Interests will be cancelled shortly and replaced with NBPOL Shares.

This Notice details the terms on which your Outstanding Shares are being compulsorily acquired by SD Plantation.

3. Consideration for Your Outstanding Shares

You are entitled to receive cash consideration of GBP 7.15 or PGK 28.79 per Outstanding Share ("Consideration"). You may elect to receive the Consideration in either GBP or PGK, but not both currencies, for your Outstanding Shares by ticking the relevant GBP box or PGK box in the currency election section of the instrument of transfer referred to in Part 4 below.

Page 2: Plantation - New Britain Palm Oil Limited 24 March 2015 To: Develol'ing Sw.sM.itmble F14t14reS Holders of NBPOL Shares quoted on POMSoX Holders of NBPOL Shares quoted on LSE Sime Darby

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

The Consideration due in respect of your Outstanding Shares will be paid :

(a) in the case of GBP, by cheque; and

(b) in the case of PGK, by cheque or direct credit as selected by you provided that if you do not select either, the payment will be made by cheque.

4. Instrument of Transfer We enclose with this Notice, an instrument of transfer in respect of your Outstanding Shares.

5. Your Rights under Rule 21

You may elect (the "Election"), within 21 days ("Election Period") after the date of this Notice (that is, by 14 April 2015), to return to SD Plantation the instrument of transfer duly executed by you, or by your attorney, together with your shareholder statement or share certificates, if any, for the Outstanding Shares, or a completed statutory declaration and undertaking in accordance with Section 76 of the Companies Act 1997.

When exercising the Election, please send the documents described in the immediately preceding paragraph to SD Plantation at the following address:

(a) In the case of NBPOL Shares quoted on POMSoX:

Cl- PNG Registries Limited PO Box 1265, Port Moresby, NCO, Papua Neyv Guinea.

(b) In the case of NBPOL Shares quoted on LSE (including Depositary Interests in respect of NBPOL Shares quoted on LSE):

Cl- Capita Asset Services Corporate Actions The Registry 34 Beckenham Road, Beckenham, Kent BR3 4TU England United Kingdom

Where you exercise the Election for all your Outstanding Shares, SD Plantation will send the Consideration to you within 7 days after receiving the documents sent by you under the Election.

Where you fail to exercise the Election for all your Outstanding Shares then SD Plantation will , within 7 days after the expiration of the Election Period (that is, by 21 April 2015):

(a) deliver to NBPOL in PGK the Consideration in respect of your Outstanding Shares for which an Election has not been received, to be held by NBPOL in trust for you and until claimed by you; and

(b) send to NBPOL an instrument of transfer in respect of those Outstanding Shares, executed on your b€¥1alf by SD Plantation or its agent.

Any Consideration received by NBPOL on trust for you must be placed by NBPOL in an interest bearing trust account with a bank approved under the Banks and Financial Institutions Act 2000 and may be claimed by you at any time from NBPOL.

Upon presentation to NBPOL of:

(a) the executed instrument of transfer and related documents received by SD Plantation from you in valid exercise of the Election, and evidence to the reasonable satisfaction of NBPOL that the Consideration has been sent to you; or

Page 3: Plantation - New Britain Palm Oil Limited 24 March 2015 To: Develol'ing Sw.sM.itmble F14t14reS Holders of NBPOL Shares quoted on POMSoX Holders of NBPOL Shares quoted on LSE Sime Darby

(b) the executed instrument of transfer and the Consideration in respect of your Outstanding Shares for which no Election has been received,

the NBPOL directors will register SD Plantation or its nominee as the holder of your Outstanding Shares.

6. Date of Dispatch of this Notice

This Notice is being sent to you on the date first written above (that is, 24 March 2015).

7. Availability of this Notice

You may request a hard copy of this Notice by contacting Capita Asset Services on 0871 664 0321 from 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 to the helpline from outside the UK will be charged at applicable international rates. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide any financial, legal or tax advice. -

You may also request a hard copy of this Notice by contacting PNG Registries on 3216377 from within 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).

Copies of this Notice will be made available on the website of SD Plantation's ultimate parent company, Sime Darby Berhad, being http://www.simedarby.com.

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

1

SIGNED for and on behalf of

Sime Darby Plantation Sdn Bhd by:

.. Director Director/Secretary

Datuk Franki Anthony Dass Tan Sri Dato' Seri Mohd Bakke Salleh

cc Mr Francis Goh, Group Secretary, New Britain Palm Oil Limited

Mr Alex Tongayu, Acting Chairman, Securities Commission of Papua New Guinea

Mr Geoff Mason, General Manager, Port Moresby Stock Exchange Limited

The Admissions Team, The London Stock Exchange Limited

Perivan Financial Print 235728