PROPOSED ACQUISITION OF PT CITRA ENGGANG NUSALARAS (“PT CITRA”) AND PT CIPTA ENGGANG NUSALARAS (“PT CIPTA”) BY THE WHOLLY-OWNED SUBSIDIARY OF GOLDEN LAND BERHAD (“GLBHD”), PACIFIC BLOOM LIMITED

1.

Introduction The Board of Directors of GLBHD wishes to announce that Pacific Bloom Limited (“PBL” or “the Company”), a wholly owned subsidiary of Golden Land Berhad (“GLBHD”) has on 28 April 2016 entered into 2 Conditional Sale and Purchase Agreements (“the CSPA”) for the proposed acquisition of the 2 companies as follows:i. 475 fully paid-up shares of a total Rp125,000,000 representing 95% of fully paid up shares in PT Citra Enggang Nusalaras (“PT CITRA”); and ii. 475 fully paid-up shares of Rp125,000,000 representing 95% of fully paid up shares in PT Cipta Enggang Nusalaras (“PT CIPTA”). Collectively called “the Companies” Pacific Bloom Limited also entered into 2 Service Provision Agreements (“the SPA”) with Mr Ikhsanudin (“Ikhsanudin” or the “Service Provider”) to engage him to assist in applying and obtaining the Required Documents, to perform the Required Activities for PT CITRA and PT CIPTA with an estimated maximum Service Fee of Rp124,016,000,000 and Rp101,565,000,000 respectively (“the Service Fee”).

2.

Information on the companies and Shareholders (a) PT CITRA is a limited liability company established under Indonesian laws with an authorized share capital of Rp500,000,000 divided into 2,000 shares of Rp250,000 each, of which 500 shares in a total amount of Rp125,000,000 have been issued at par and fully paid. PT CITRA is the holder of a Location Permit (Izin Lokasi) No. 188.45/163/2016 dated 29 February 2016, issued by the Regent of Murung Raya for an area of 15,453 hectares located at Laung Tuhup, Tanah Siang and Barito Tuhup Raya Districts, Murung Raya Regency, Kalimantan Tengah Province, Indonesia. The current shareholders of PT CITRA is Mr. Ikhsanudin, a private person, citizen of the Republic of Indonesia, holder of Identification Card No. 3471021307610001, having his address at Perum Griya Jetis Asri C 25, RT025/RW006, Kelurahan Cokrodiningratan, Kalimantan Jetis, Yogtakarta, Indonesia. Firman Wijaya, a private person, citizen of the Republic of Indonesia, holder of Identification Card number 6472031211820002, having his address at Raudah lll, Blok llB No. 59, RT013/RW13 Teluk Lerong Ilir, Samarinda Ulu, Samarinda, Kalimantan Timur, Indonesia.

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(b)

PT CIPTA is a limited liability company established under Indonesian laws with an authorized share capital of Rp500,000,000 divided into 2,000 shares of Rp. 250,000 each, of which 500 shares in a total amount of Rp125,000,000 have been issued at par and fully paid. PT CIPTA is the holder of a Location Permit (Izin Lokasi) No. 188.45/162/2016 dated 29 February 2016, issued by the Regent of Murung Raya for an area of 11,423 hectares located at Laung Tuhup and Barito Tuhup Raya Districts, Murung Raya Regency, Kalimantan Tengah Province, Indonesia. The current shareholders of PT CIPTA is Mr. Ikhsanudin, a private person, citizen of the Republic of Indonesia, holder of Identification Card No. 3471021307610001, having his address at Perum Griya Jetis Asri C 25, RT025/RW006, Kelurahan Cokrodiningratan, Kalimantan Jetis, Yogtakarta, Indonesia. Mr Firdaus, a private person, citizen of the Republic of Indonesia, holder of Identification Card number 6472031808870001, having his address at Jalan Raudah III Blok 2 B No. 59, RT013, Kelurahan Teluk Lerong Ilir, Kecamatan Samarinda Ulu, Samarinda, Indonesia.

Both land banks are adjacent to each other. 3.

The Consideration and Mode of Payments Basis of arriving at the Service Fee The estimated maximum fee payable to Ikhsanudin for the SPA of PT CITRA and PT CIPTA is Rp124,016,000 and Rp101,565,000,000 respectively (“Maximum Fee”) which was arrived at after taking into consideration of the location of the concession land and the required activities involved during the tenure of 36 months. Subject to the terms and conditions of SPA, total value of the final fee that must be paid by the Company to the service provider shall be adjusted in accordance with the final land size stated in the HGU Certificate (“Final Fee”). The Maximum fee shall be paid by PT CITRA in the following manner:No. of Conditions to be fulfilled Estimated Payment Amount (“Rp”) 1st

2nd

Upon signing of CSPA

125,000,000

Within 7 working days after receives of the original Location Permit (Izin Lokasi) and the Company satisfaction towards the limited legal due diligence result upon the Land

27,114,000,000

Within 7 working days after receives of the original IUP, within the maximum of 60 calendar days from the obtainment of the original Location Permit

22,487,000,000

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3rd

Within 7 working days after receives the original SKIUPKHHK of the Land, within the maximum of 365 days from the obtainment of the original IUP

8,740,000,000

4th

Within 7 working days after receives the original Peta Bidang, within the maximum of 90 days from the obtainment of the original SKIUPKHHK, with the provision that if the land size in the Peta Bidang is more or less than the Temporary Land Assumption then the payment in this paragraph shall be adjusted

17,480,000,000

5th

Within 7 working days after receives the Buku Panitia B of the Land, within the maximum of 120 days from the obtainment of the Peta Bidang, with the provision that if the land size in the Buku Panitia B is more or less than the Temporary Land Assumption then the payment in this paragraph shall be adjusted

17,480,000,000

6th

Within 7 working days after receives copy of the SK HGU of the Land, within the maximum of 180 days from the obtainment of copy of the Buku Panitia B of the Land, with the provision that if the land size in the Buku Panitia B is more or less than the Temporary Land Assumption then the payment in this paragraph shall be adjusted

17,480,000,000

7th

Within 7 working days after receives the original HGU Certificate, within the maximum of 60 days from the obtainment of the original SK HGU of the Land, with the provision that if the land size in the HGU Certificate is more or less than the Temporary Land Assumption then the payment in this paragraph shall be adjusted

13,110,000,000

Maximum Fee

124,016,000,000

The Maximum fee shall be paid by PT CIPTA in the following manner:Conditions to be fulfilled Estimated No. of Amount (“Rp”) Payment 1st

Upon signing of CSPA Within 7 working days after receives of the original Location Permit (Izin Lokasi) and the Company satisfaction towards the limited legal due diligence result upon the Land

125,000,000 29,128,000,000

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2nd

Within 7 working days after receives of the original IUP, within the maximum of 60 calendar days from the obtainment of the original Location Permit

18,487,000,000

3rd

Within 7 working days after receives of the original Peta Bidang, within the maximum of 120 days from the obtainment of the original IUP, with the provision that if the land size in the Peta Bidang is more or less than the Temporary Land Assumption then the payment in this paragraph shall be adjusted

14,353,000,000

4th

Within 7 working days after receives of the copy of Buku Panitia B of the Land, within the maximum of 365 days from the obtainment of the original Peta Bidang, with the provision that if the land size in the Buku Panitia is more or less than the Temporary Land Assumption then the payment in this paragraph shall be adjusted

14,353,000,000

5th

Within 7 working days after receives copy of the SK HGU of the Land, within the maximum of 180 days from the obtainment of the Buku Panitia B of the Land, with the provision that if the land size in the SK HGU is more or less than the Temporary Land Assumption then the payment in this paragraph shall be adjusted

14,353,000,000

6th

Within 7 working days after receives the original HGU Certificate of the Land, within the maximum of 60 days from the obtainment of the original SK HGU of the Land, with the provision that if the land size in the HGU Certificate is more or less than the Temporary Land Assumption then the payment in this paragraph shall be adjusted

10,764,000,000

Maximum Fee

101,565,000,000

Exchange Rate – Rp100 : RM0.0296 In the event any payment in relation to the payment mechanism above or exceed the maximum fee, Ikhsanudin shall be responsible for providing additional funds by himself to cover such shortfall so that the matters above are obtained promptly without any delay. For the avoidance of doubt, in no event shall the Company and/or GLBHD be responsible for funding any excess in the Service Fee.

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4.

Salient Terms of the Service Provision Agreement i.

The period to deliver the Required Documents and to perform the required activities shall end within 36 months as from the signing of the SPA.

ii.

Required Documents and Required Activities:Required Documents a. Environmental Impact Analysis Report (“AMDAL”) and all environmental related licenses and permits, including the Environmental Permit. b. Plantation Business Permit (“IUP”) and Land Clearing Permit (“IPL”) c. Decree from the Ministry of Environmental and Forestry concerning the Permit for the Release of the Conversion Production Forest Area (“SKIUPKHPK”) d. Measurement map (“Peta Ukur”) and cadastral map from the Nasional Land Office (Badan Pertahanan Nasional or “BPN”) of East Kalimantan (“Peta Bidang”) e. The recommendation letter from Panitia B which has been legalized by the BPN (“Buku Panitia B”) f. The Right of Use (“HGU”) decree issued by the central BPN office (“SK HGU Central”) g. The HGU certificate issued by the BPN (“HGU Certificate”)

Required Activities a. Assisting in resolving matters relating to fulfilling inti – plasma cooperation requirement for the Land (as required and when applicable pursuant to the provision of prevailing laws and regulations). b. To resolve issues related to local community, squatters and claimants of the assets which include but not limited to the social economic issues such as community welfare development. c. To cause the performance of clearing of any timber on the Land (if applicable) and cause the Land to be free from any encumbrances whatsoever so that the Company will be able to commence planting works on the Land (if applicable). d. To cause the Land free from any claims and/or disputes, including but not limited to (a) assisting in resolving claims for land compensation that has to be paid to communities inside the Land’s area, and (b) overlapping disputes with any parties.

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e.

iii.

As and when instructed by PBL, assisting with the process and obtainment of documents for the conversion of PT CITRA and PT CIPTA’s status to become a PMA Company.

Termination of the SPA The SPA may be terminated by the Company if:(a) the Required Documents and/or Required Activities have not been fully obtained and performed within 36 months from the date of the signing of the SPA or any extension thereof; and/or (b) Ikhsanudin does not fulfill his obligations in accordance with the SPA; and/or (c) Ikhsanudin, as one of the Seller in the CSPA, and/or of PT CITRA or PT CIPTA, is/are conducting violation against or on default as pursuant to the terms and conditions of the CSPA and/or the confirmation letter is not delivered by the Company and/or the Shares Sale and Purchase Agreement is not signed by the parties thereto and/or the CSPA is terminated. If any of the abovementioned conditions occurred, the Company shall be entitled to: (a) Insist Ikhsanudin to proceed to continue the process of obtaining and performing the Required Documents and Required Activities to the extent permitted by the law within a time frame as indicated by the Company, failing which, the Company may terminate the SPA and claim damages for any loss suffered and expenses incurred, if any, and, no later than 3 Business Days after the expiry of the time frame, also to get refund of all monies that have been paid, cost, and expenses incurred; or (b) Insist Ikhsanudin to (i) assign all of his duties and responsibilities to other Party(ies), (ii) amend the CSPA to accommodate the change of Purchase Value calculation terms of the CSPA, (iii) immediately complete the Transaction based on the CSPA, (iv) not receiving any further payment of the Service Fee, and (v) sign the termination of SPA; or (c) Terminate the SPA in writing and to get refund of all monies that have been paid to Ikhsanudin, cost, and expenses incurred, including but not limited to actual costs, compensation cost, legal counsel fee, and other professional fees, if any, no later than 3 Business Days after the date of the letter of termination.

5. Funding of the Proposed Acquisition The Proposed Acquisition shall be financed by cash.

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6. Financial Effect i. Share Capital and Major Shareholders’ Shareholding The Proposed Acquisition will not have any effect on the share capital as well as the major shareholders’ shareholdings in GLBHD. ii. Earnings and Net Assets The Proposed Acquisition is not expected to have any material impact on the earnings and net assets of the GLBHD Group for the year ending 30 June 2016 but is expected to contribute positively to the Group’s earnings in the long term. iii. Gearing There is no material impact on the gearing ratio. Shall the Proposed Acquisition is financed by the external bank borrowing it will increase the gearing of GLBHD Group by the quantum of the external bank borrowing. 7. Liabilities to be Assumed There are no material liabilities to be assumed by GLBHD. 8. Rationale The Proposed Acquisition will increase the plantation land bank of the Group in Indonesia which will give better economies of scale in term of operation. The global dependence of palm oil is expected to grow with the increasing demand for palm oil as a source of edible oil and bio-fuel. 9. Approval Required The Proposed Acquisition is not subject to the approval of shareholders of the Company but subject to the approvals of relevant authorities in Indonesia. There were no departures from Securities Commission guidelines in respect of the Proposed Acquisition. 10. Risk Save for the normal business or operating risks associated with the oil palm industry, GLBHD Group is also subject to common offshore investment risks as entailed below: 1.1

Inherent business risk in the plantation industry GLBHD Group is subject to risks inherent to the plantation industry, which include but not limited to changes in global, regional and national economy, competitions from existing and new oil palm producers, changes in weather conditions, fluctuations in commodity prices, changes in consumer tastes, outbreaks of pests and crop diseases, changes in technology, increases in production, labour and storage costs, and changes in business and credit conditions.

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1.2

Fluctuations in crude palm oil and palm kernel prices The fluctuation in the commodity prices will have an impact to the Group’s Plantation performance. Additionally, the prices of CPO and PK are also exposed to fluctuations in exchange rates as the trade and exports of the nation’s crude and processed palm oil products are carried out primarily in US Dollars.

1.3

Changes in general economic, legislative, political and business conditions The future performance of the Proposed Acquisition is subject to the economic, political, regulatory, taxation and environmental conditions of the Republic of Indonesia. Changes to these conditions as well as other changes to the operating environment may adversely affect the performance of the Proposed Acquisition. Further, the repatriation of the investment and potential profits derived by the GLBHD Group from the Proposed Acquisition will also be subject to the relevant policies of the Indonesian government as at the point of repatriation. The impact of the results of the Proposed Acquisition to GLBHD will also be dependent on the exchange rate between Rp to RM prevailing on the relevant dates

11. Estimate Time Frame of Completion The Proposed Acquisition is expected to be completed within 36 months from the date of the SPA and CSPA. 12. Highest Percentage Ratio The highest percentage ratio applicable to the Proposed Acquisition under Paragraph 10.02(g) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad is 11.89%. 13. Directors and Major Shareholders’ Interest None of the Directors or Major Shareholders of GLBHD and/or persons connected with them has any interest, direct or indirect, in the Proposed Acquisition. 14. Statement by the Board of Directors The Board of Directors of GLBHD, having considered all aspect of the Proposed Acquisition is of the opinion that the Proposed Acquisition is in the best interest of the GLBHD Group.

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15. Documents for Inspection The CSPA and SPA is available for inspection at A-09-03, Empire Tower, Empire Subang, Jalan SS16/1, 47500 Subang Jaya, Selangor from Mondays to Fridays (except during public holidays) during business hours for a period of three (3) months from the date of the announcement. This announcement is dated 28 April 2016.

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