WILMAR INTERNATIONAL LIMITED 1 CORPORATE PRESENTATION 14 DECEMBER - PDF document

WILMAR INTERNATIONAL LIMITED 1 CORPORATE PRESENTATION 14 DECEMBER 2006

Presentation Overview • Introduction • Proposed merger with Kuok Group’s plantation, edible oils, grains and related businesses • Proposed acquisition of the edible oils, grains and related businesses of Wilmar Holdings Pte Ltd (“ WHPL ”), including interests held by ADM group (“ ADM ”) • Rationale for the proposed acquisitions • Questions & answers 2

3 Introduction

Creation of one of the largest listed companies in Singapore by market capitalisation • Proposed merger with Kuok Group’s plantation, edible oils, grains and related businesses (“ KG Merger ”) – Voluntary general offer of Bursa Malaysia-listed PPB Oil Palms Berhad (“ PPBOP ”) – 65.8% stake in PGEO Group Sdn Bhd (“ PGEO ”) – 100.0% stake in Kuok Oils & Grains Pte Ltd (“ KOG ”) • Proposed acquisition of the edible oils, grains and related businesses owned by WHPL, including interests held by ADM (“ IPT Acquisitions ”) • Proposed KG Merger and IPT Acquisitions will create one of the Asia’s leading agribusiness group and one of the largest listed companies on SGX-ST by market capitalisation 4

Proposed US$2.7b KG Merger 5

Proposed US$1.1b voluntary general offer for PPBOP Background Information • Listed on Bursa Malaysia with a market capitalisation of approx RM4.0b as at 13 Dec 06 • Principally engaged in oil palm cultivation and milling • Owns a 34.2% stake in PGEO PPBOP FY05 9M06 Net profit US$36.9m US$30.9m NTA US$339.5m US$364.1m 6

Proposed US$1.1b voluntary general offer for PPBOP Background Information • Landbank in East Malaysia (Sabah and Sarawak) and Indonesia Plantation statistics As at 30 Sep 2006 Landbank (ha) 363,405 Total planted area (ha) 96,114 Mature area harvested (ha) 67,475 FFB production (MT) 1,081,309 Mill production Crude palm oil (MT) 300,063 Palm kernel (MT) 61,360 7

Proposed US$1.1b voluntary general offer for PPBOP Purchase Consideration & Approval • Voluntary general offer (“ VGO ”) for all the issued shares in PPBOP – Share exchange ratio of 2.3 new Wilmar shares for every 1 PPBOP share – 55.6% held by PPBG • Exploring with CIMB Group for possible arrangement to allow PPBOP shareholders to receive cash at a price to be determined • VGO is subject to, inter alia , Wilmar shareholders’ approval Based on 100% acceptance of the VGO Consideration US$1.1b No. of new shares to be issued 1,024.5m 8

Proposed US$1.2b acquisition of a 100% stake in KOG Background Information • Flagship company responsible for the processing and trading of oils & grains products under the Kuok Group of companies • Processing facilities located in China, Malaysia, Indonesia, Vietnam, New Zealand, the Netherlands and Germany KOG FY05 9M06 Net profit US$15.1m US$62.6m NTA US$205.2m US$293.3m 9

Proposed US$1.2b acquisition of a 100% stake in KOG Background Information • 3 key areas of KOG’s business in China – Consumer packs oil • Leading consumer packs manufacturer and distributor where its “ Arawana ” brand is the No. 1 brand in China • Sales volume in excess of 1m tonne in 2005 • Official cooking oil supplier to Beijing Olympics 2008 – Specialty fats • Leading producer and supplier of specialty fats in China • Distribution network that covers 150 cities in China • Sales volume of 240,000MT in 2005 (accounting for a substantial share in China’s specialty fats market) – Oleochemicals • One of the largest oleochemical manufacturers in China • Other operations include flour and feed milling, oilseeds crushing and refining 10

Proposed US$1.2b acquisition of a 100% stake in KOG Purchase Consideration & Approval • Consideration for the proposed acquisition to be satisfied by issue of approx 1,091.6m new Wilmar shares at an issue price of S$1.71 per Wilmar share • Proposed acquisition is subject to, inter alia , Wilmar shareholders’ approval • Expected to complete in Q2 2007 11

Proposed US$320m acquisition of a 65.8% stake in PGEO Background Information • Major palm and lauric oils refiner and exporter in Malaysia • Operates six refineries with a combined production capacity close to 4.7m MT p.a. • Approx 90% of production is exported to China, EU countries, India, Korea, Japan, USA, Middle East and Russia whilst the balance is sold locally in Malaysia PGEO FY05 9M06 Net profit US$24.8m US$24.8m NTA US$146.2m US$171.1m 12

Proposed US$320m acquisition of a 65.8% stake in PGEO Purchase Consideration & Approval 100% 55.6% FFM Berhad 65.8% 34.2% PGEO • Offer for 65.8% stake as 34.2% is held by PPBOP • Consideration for the proposed acquisition to be satisfied by issue of 287.1m new Wilmar shares at an issue price of S$1.71 per Wilmar share • Conditional upon VGO of PPBOP having become unconditional • Subject to, inter alia , Wilmar shareholders’ approval 13

Financial effects of the KG Merger For 9 months ended 30 Sep 06 Before the KG After the KG Merger Merger (assuming 100% acceptance of VGO) Earnings (US$’000) 68,263 178,072 Earnings per share (US cents) 2.70 3.61 As at 30 Sep 06 NTA (US$’000) 473,374 1,243,332 NTA per share (US cents) 18.69 25.19 Gross gearing (times) 1.34 0.44 Net gearing (times) 1.19 0.37 14

Proposed US$1.6b IPT Acquisitions 15

Proposed US$1.6b IPT Acquisitions Background Information • Principally engaged in the origination, processing, branding and distribution of edible oils, oilseeds and grains • Principal operations located in China, India, Africa and Ukraine – Largest processor of oilseeds and edible oils in China – One of the largest edible oils refiners in India (through joint venture) – One of the leading consumer pack edible oils brands in China and India – One of the largest oleochemical manufacturers in China – One of the leading exporters of edible oils to East and South Africa – Largest processor of edible oils in Ukraine 16

Proposed US$1.6b IPT Acquisitions Background Information • Other operations include specialty fats, flour and rice milling, and grain merchandising FY05 9M06 Net profit US$11.1m US$116.6m NTA US$721.5m US$814.8m 17

Proposed US$1.6b IPT Acquisitions WHPL – Production capacities Subsidiaries Associates Total As at 30 Nov 06 (MT p.a.) (MT p.a.) China Crushing 8,068,500 7,896,900 15,965,400 Refining 2,607,000 1,881,000 4,488,000 Specialty Fats 66,000 - 66,000 Oleo-chemical 207,900 - 207,900 Consumer oil packaging 1,106,490 1,257,300 2,363,790 Rice milling 297,000 99,000 396,000 Flour milling 495,000 247,500 742,500 Rest of the world Ukraine - Refining 495,000 - 495,000 Sri Lanka Refining 90,750 - 90,750 Africa/ Ghana - Crushing - 40,000 40,000 Uganda - Refining - 165,000 165,000 India - Crushing - 231,000 231,000 India - Refining - 957,000 957,000 18

Proposed US$1.6b IPT Acquisitions Purchase Consideration • Restructuring exercise to inject all of WHPL’s oils, oilseeds, grains and related businesses into Wilmar for US$1.1b • Letter of offer to ADM to acquire ADM’s interests in the companies engaging in the oils, oilseeds, grains and related businesses where they hold shares together with WHPL (“ IPT Assets ”) into Wilmar for US$476m • Consideration for the IPT Acquisitions to be satisfied by the issue of 1,449.7m new Wilmar shares 19

Proposed US$1.6b IPT Acquisitions Financial Effects For 9 months ended 30 Sep 06 Before the IPT After the IPT Acquisitions Acquisitions Earnings (US$’000) 68,263 186,416 Earnings per share (US cents) 2.70 4.68 As at 30 Sep 06 NTA (US$’000) 473,374 1,302,116 NTA per share (US cents) 18.69 32.70 Gross gearing (times) 1.34 1.06 Net gearing (times) 1.19 0.82 20

Proposed US$1.6b IPT Acquisitions Approval and Timing • Approval from Wilmar shareholders will be required for the IPT Acquisitions – WHPL will not be voting on the resolution to approve the IPT Acquisitions at an EGM to be convened • The IPT Acquisitions are estimated to be completed in Q2 2007 21

Pro forma shareholding structure 22

Proforma shareholding structure 19.6% Kuok Group Public WHPL ADM (include PPBG) 31.0% 48.5% 6.7% 13.8% 100% 65.8% 100% 100% 34.2% KOG PGEO Existing Business PPBOP IPT Assets *Assuming all vendors accept the offer and all PPBOP shareholders accept the share offer ** ADM will have an effective interest of 16.2% in Wilmar after the transactions • Depending on acceptance of the VGO, the resulting public shareholding may range from 7.2 to 13.8% (Wilmar will undertake a compliance placement to satisfy the requisite free float requirements) • Kuok Group will seek a waiver from the Securities Industry Council for any mandatory take-over offer for Wilmar 23

Rationale for the Transactions 24

World’s Leading Merchandiser and Processor of Palm Oil • Leading palm and lauric oils refiner in the world • Total refining capacity for palm and laurics oil will increase from 5.3m MT p.a. to 9.6m MT p.a. • Leading merchandiser of palm and lauric oils in most of the major markets in the world (China, India, Africa, E. Europe and Middle East) • One of the largest palm biodiesel manufacturers 25