Explanatory Notes on The Notice of Meeting On 22 April 2018

(1) The Position

a. Viable proposals for an outright sale had not been forthcoming due to the current climate and
circumstances, including the current weak crude palm oil prices, the global economic
uncertainty, the local political and economic situation and the location of the Plantation in
Kelantan. The Plantation’s recent valuation is at RM 242 million, but there are no takers at
anywhere this price.

b. In the interest of maximizing value to the Growers, the Management Company and the Growers
Action Committee are of the view that the only viable option during these challenging times is
not to proceed with an outright sale but to invite a Potential Investor to inject RM 19.3 million
for a 20% stake and the continuation of the Plantation development and to restructure our
corporate model.

c. Also, the Growers, becoming shareholders, their investment shelf life is extended for a further 78
years (till 2097) which is the remaining duration of the Concession compared with the
investment expiry of 2033.

(2) What are we asking you to Vote on 22 April 2019?

We are asking you to vote for Resolution 1 and 2. The Resolution on the Implementing Corporate
Exercise (Resolution 2) will prepare the Management Company (and by extension, its shareholders)
for a possible future exit or listing when the market conditions and profitability of the Plantation
improves. Now is not the time to sell, as market prices are depressed and you will get little value.

(3) The Process of voting for Resolutions 1 and 2

What is the Corporate Exercise?
(a) Growers convert their plots
into shares
Resolution 1 Resolution 2 (b) Invite Potential Investor for
Extending the Validity
If YES Implement Corporate 20% share with cash of
Period & Amendments to Exercise RM 19.3 million
the Trust Deed If NO 20%sharesExtending
(c) Continue as a Plantation
Company.
the Validity Period & (d) If (a), (b) and (c) not
Amendments to the completed by *31 May 2019,
Recommend to Trustee Trust Deed PUT plantation for Sale by
Tender
to Wind-up the Scheme (e ) Growers can expect a “Fire
Sale Price”
(*Terms & Conditions apply)

(4) What happens if Resolution 2 is not Approved

Then Go To

Resolution 3 What is the Consequence ?

If YES Implement Final Sale (a) In any Tender Exercise,
Put Plantation for FINAL Growers can expect a “Fire
SALE NOW Sale Price”
If NO (b) Economic situation dictates
that not a time to effect a
Sale of the Plantation.
(c) Waiting for a future exit
when CPO and economy
Recommend to Trustee
improves will be a better
to Wind-up the Scheme option

GOLDEN PALM GROWERS BERHAD

FAQ’s
1 Question : Why are you holding a Growers Meeting?
Answer : With the closure of the scheme on 2 October 2017, we hold a meeting to settle the Growers
Issues i.e. either Continue as a Plantation Company or Sell the Plantation now.

2 Question : What are you Proposing?

Answer : We are proposing 3 Resolutions.
(a) Resolution 1 relates to administrative matters so that we can implement Resolutions 2
or 3.
(b) Resolution 2 is for Growers to continue with the Plantation until 2097.
(c) Resolution 3 is to sell the Plantation now by tender.

3 Question : Can you give me more details of Resolution 2 - Continue with the Plantation until 2097?
Answer : (a) We have a new investor who will bring in RM 19.3 million into the Company to continue
developing the Plantation;
(b) All Grower plots will be converted into shares in Golden Palm Growers Berhad.
(c) If this exercise in 1(a) and (b) is not completed by 31 May* the Plantation will be put for
sale by Tender.
* Terms & Conditions apply

4 Question : Then what is Resolution 3 about?

Answer : This is when we Tender for the sale of the Plantation now.

5 Question : What is the Company’s recommendation?

Answer : We are of the view that the only viable option during these challenging times is not to
proceed with an outright sale but to invite a new investor to inject RM 19.3 million for a
20% stake and the continuation of the Plantation development. With this money, the
Plantation’s value will increase substantially.
However if we are to Sell the Plantation now, with the current weak crude palm oil prices,
the global economic uncertainty, the local political and economic situation the selling prices
can be very low.

6 Question : So, what should I do?

Answer : We encourage to attend the meeting on 22 April 2019 and vote on all the 3 Resolutions or
give your decision to a proxy holder.

7 Question : What are the rules for the proxy form?

Answer : See the rules on our website at http://goldenpalm.com.my.