Jacobs Douwe Egberts Holdings Asia NL B.V. (Formerly Known As Sapphire Investments B.V.)

THISf OFFER DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. THIS OFFER DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. fYou should consult your stockbroker, bank manager, solicitor, accountant or other professional advisers THIS OFFER DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. Youfimmediately should ifconsult you have your any doubtstockbroker, about the bank Offer manager, (as defined solicitor, herein). accountant or other professional advisers immediately if you have any doubt about the Offer (as defined herein). THISYoufTHISfIf you OFFEROFFERshould have sold DOCUMENTDOCUMENTconsult or transferred your ISIS IMPORTANTIMPORTANTstockbroker, all your Offer ANDAND bank Shares REQUIRESREQUIRES manager, (as defined YOURYOUR solicitor, hereinIMMEDIATEIMMEDIATE ),accountant you shouldATTENTION.ATTENTION. handor other this Offerprofessional Document advisers and the immediately if you have any doubt about the Offer (as defined herein). Ifaccompanying you have sold Formor transferredof Acceptance all your and Offer Transfer Sharesimmediately (as defined hereinto the ),person you shouldthrough hand whom this Offeryou effected Document the and sale the or You should consult your stockbroker, bank manager, solicitor, accountant or other professional advisers Youaccompanyingtransfer should for transmissionconsult Form ofyour Acceptance to thestockbroker, purchaser and Transfer orbank transferee. manager,immediately solicitor, to the personaccountantthrough or whomother youprofessional effected the advisers sale or Ifimmediatelyx you have sold if you or havetransferred any doubt all your about Offer the Shares Offer (as (as defined defined herein herein).), you should hand this Offer Document and the immediatelytransfer for transmission if you have any to thedoubt purchaser about the or Offertransferee. (as defined herein). accompanyingxPursuant to Subp Formaragraphof Acceptance 11.02(3) ofand the Transfer Rules immediatelyon Take-overs, to theMergers person andthrough Compulsory whom Acquisitions you effected (“ Rulesthe sale”), theor transferIf you have for soldtransmission or transferred to the all purchaser your Offer or Sharestransferee. (as defined herein), you should hand this Offer Document and the IfPursuantSecurities you have to Commission sold Subp oraragraph transferred Malaysia 11.02(3) all (“ SCyour of”) hOffertheas notifiedRules Shares onthat (as Take it definedhas-overs, no furtherherein Mergers ),comments you and should Compulsory on handthis Offer this Acquisitions Document.Offer Document However,(“Rules and”), suchthethe accompanyingx Form of Acceptance and Transfer immediately to the person through whom you effected the sale or accompanyingSecuritiesnotification Commission shall Form not beof Malaysia taken Acceptance to (“suggestSC”) and h asthat Transfer notified the SC thatimmediately recommends it has no furtherto the the Offer commentsperson or assumesthrough on this responsibility whomOffer Document.you effectedfor the However, correctness the sale such or of Pursuanttransfer forto transmissionSubparagraph to 11.02(3) the purchaser of the orRules transferee. on Take-overs, Mergers and Compulsory Acquisitions (“ ”), the transfernotificationany statements for shall transmission madenot be or taken opinions to theto suggest purchaseror reports that expres or the transferee. SCsed recommends in this Offer Document.the Offer or assumes responsibility for the correctnessRules of Securitiesxx Commission Malaysia (“ ”) has notified that it has no further comments on this Offer Document. However, such any statements made or opinions orSC reports expressed in this Offer Document. PursuantnotificationPursuantThe SC takestoto shall SubpSubp nonotaragraph aragraphresponsibility be taken 11.02(3)11.02(3) to suggestfor theofof thethatcontentsthe RulestheRules SC of on onrecommendsthis TakeTake Offer--overs,overs, Document, the MergersMergers Offer makesor andandassumes CompulsorynoCompulsory representation responsibility AcquisitionsAcquisitions foras theto itscorrectness(“(“Rules Rulesaccuracy”),”), thethe ofor anySecurities statements Commission made or Malaysia opinions or(“SC reports”) has expres notifiedsed that in thisit hasOffer no Document.further comments on this Offer Document. However, such SecuritiesThecompleteness SC takes Commission andno responsibilityexpressly Malaysia disclaims (“forSC the”) h anycontentsas notifiedliability of thatwhatsoever this it Offerhas no Document,for further any loss comments makes howsoever no on representationthis arisingOffer from Document. oras in to reliance itsHowever, accuracy upon such theor notification shall not be taken to suggest that the SC recommends the Offer or assumes responsibility for the correctness of notificationcompletenesswhole or any shall partand not of expressly bethe taken contents disclaimsto suggest of this anyOffer that liability Document.the SC whatsoever recommends for theany Offer loss orhowsoever assumes arisingresponsibility from or for in thereliance correctness upon the of Theany statementsSC takes nomade responsibility or opinions foror reportsthe contents expres sedof this in this OfferOffer Document, Document. makes no representation as to its accuracy or anywhole statements or any part made of the or contentsopinions ofor thisreports Offer expres Document.sed in this Offer Document. completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the ThewholeThe SCSC or takesanytakes part nono of responsibilityresponsibility the contents offorfor this thethe Offer contentscontents Document. ofof thisthis OfferOffer Document,Document, makesmakes nono representationrepresentation asas toto itsits accuracyaccuracy oror completenesscompleteness andand expresslyexpressly disclaimsdisclaimsCONDITIONAL anyany liabilityliability VOLUNTARYwhatsoeverwhatsoever forfor anyany TAKE-OVER lossloss howsoeverhowsoever OFFER arisingarising from from oror inin reliancereliance uponupon thethe whole or any part of the contents of this Offer Document. whole or any part of the contentsCONDITIONAL of this Offer Document. VOLUNTARY TAKE-OVER OFFER CONDITIONAL VOLUNTARYBY TAKE-OVER OFFER BY CONDITIONAL VOLUNTARY TAKE-OVER OFFER CONDITIONALJacobs VOLUNTARYDouweBY Egberts TAKE-OVER Holdings OFFER Jacobs DouweAsia EgbertsNL B.V. Holdings BY Jacobs DouweAsia BYNLEgberts B.V. Holdings (Incorporated in the Netherlands) Asia NL B.V. JacobsJacobs(Incorporated (Registration DouweDouwe in EgbertsEgberts No.the Netherlands)67163718) HoldingsHoldings (Registration No. 67163718) (Incorporateda whollyAsiaAsia-owned inNLNL the subsidiaryB.V. B.V.Netherlands) of (Registration No. 67163718) a wholly-owned subsidiary of (Incorporated(Incorporated inin thethe Netherlands)Netherlands) a (Registrationwholly(Registration-owned No.No. subsidiary 67163718)67163718) of

aawhollywholly--ownedowned subsidiarysubsidiary ofof

Jacobs Douwe Egberts B.V. Jacobs Douwe Egberts B.V. (Incorporated in the Netherlands) Jacobs(Incorporated(Registration Douwe in Nothe Egberts. Netherlands)60612568) B.V. (Registration No. 60612568) JacobsJacobs(Incorporated DouweDouwe in the EgbertsEgberts Netherlands) B.V.B.V. (RegistrationTHROUGH No. 60612568) (Incorporated(IncorporatedTHROUGH inin thethe Netherlands)Netherlands) (Registration No. 60612568) (RegistrationTHROUGH No. 60612568)

CIMB InvestmentTHROUGHTHROUGH Bank Berhad (18417-M) (A ParticipatingCIMB Investment Organisation Bankof Bursa Berhad Malaysia (18417- SecuritiesM) Berhad) (A ParticipatingCIMB Investment Organisation ofBank Bursa Berhad Malaysia (18417-SecuritiesM) Berhad) TO ACQUIRE ALL THE(A Participating ORDINARY Organisation SHARES of Bursa IN OLDTOWN Malaysia Securities BERHAD Berhad) (“ OLDTOWN”) NOT ALREADYTO ACQUIRE HELD ALL BY THE JACOBS ORDINARYCIMBCIMB DOUWE InvestmentInvestment SHARES EGBERTS BankBank IN OLDTOWN BerhadBerhad HOLDINGS (18417-(18417- BERHAD ASIAM)M) NL (“ OLDTOWNB.V. (“OFFEROR”)”) NOT (“OFFERALREADYTO ACQUIRE SHARE HELD ALLS”) BY ATTHE JACOBS(A(A A ParticipatingParticipating ORDINARYCASH DOUWE CONSIDERATION OrganisationOrganisation SHARES EGBERTS ofof BursaBursaIN OLDTOWN OF MalaysiaHOLDINGSMalaysia RM3.18 SecuritiesSecurities BERHAD PER ASIA Berhad)Berhad) OFFER NL (“ B.V. OLDTOWN SHARE (“OFFEROR”) (“OFFER”)”) NOT (“OFFERALREADY SHARE HELDS”) BY AT JACOBS A CASH DOUWECONSIDERATION EGBERTS OF HOLDINGS RM3.18 PER ASIA OFFER NL B.V. SHARE (“OFFEROR”) (“OFFER”) TO ACQUIRE ALL THE ORDINARY SHARES IN OLDTOWN BERHAD (“OLDTOWN”) NOT (“OFFERTO ACQUIRE SHARE ALLS”) AT THE A CASHORDINARY CONSIDERATION SHARES IN OLDTOWN OF RM3.18 BERHAD PER OFFER (“OLDTOWN SHARE (“OFFER”)”) NOT AcceptancesALREADY in respect HELD of theBY Offer JACOBS must be DOUWE received by EGBERTS 5:00 p.m. (Malaysian HOLDINGS time) onASIA 13 March NL B.V.2018 (“OFFEROR”), being the first closing dateALREADY of the Offer (“HELDFirst Closing BY JACOBS Date”) or DOUWEsuch later dateEGBERTS(s) as the HOLDINGSOfferor may decide ASIA and NLas B.V. may be(“OFFEROR”) announced by CIMB Acceptances(“OFFER(“OFFER SHAREinSHARE respectS Sof”)”) the ATAT Offer AA CASHCASHmust be CONSIDERATION CONSIDERATIONreceived by 5:00 p.m. (Malaysian OFOF RMRM3.183.18 time) PERPER on 13 OFFEROFFER March 2018 SHARESHARE, being (“OFFER”)(“OFFER”)the first closing dateInvestment of the OfferBank (“BerhadFirst Closingon behalf Date of the”) or Offeror such ,later no later date than(s) as two the (2) Offerordays before may decide the closing and asdate. may Subje be announcedct to the provisions by CIMB of Acceptances in respect of the Offer must be received by 5:00 p.m. (Malaysian time) on , being the first closing Investmentthe Rules, theBank Offeror Berhadmayon revisebehalf orof extendthe Offeror the ,Offer no later beyond than thetwo First (2) days Closing before Date. the Notice closing13 Marchof date. such2018 Subje extensionct to thewill provisionsbe posted ofto date of the Offer (“ ”) or such later date(s) as the Offeror may decide and as may be announced by CIMB theyou Rules accordingly., the OfferorFirstmay Closing revise Dateor extend the Offer beyond the First Closing Date. Notice of such extension will be posted to InvestmentAcceptances Bank in respect Berhad ofon the behalf Offer of must the Offerorbe received, no later by 5than:00 twop.m. (2) (Malaysiandays before time) the on closing 13 March date. 2018Subje, ctbeing to thethe provisions first closing of Acceptancesyou accordingly. in respect of the Offer must be received by 5:00 p.m. (Malaysian time) on 13 March 2018, being the first closing datethedateYou Rules ofshouldof thethe, the Offer Offerrefer Offeror (“(“toFirstFirst Appendimay ClosingClosing revisex II DateorofDate extendthis”)”) orOfferor suchsuchthe Document Offer laterlater beyond datedate for(s)(s) thetheasas procedurestheFirstthe OfferorOfferor Closing tomaymay Date. accept decidedecide Notice the andand Offer.of assuchas mayThemay extension Formbebe announcedannounced of willAcceptance be postedbyby CIMBCIMB and to youInvestment accordingly. Bank Berhad on behalf of the Offeror, no later than two (2) days before the closing date. Subject to the provisions of InvestmentYouTransfer should for Bank referthe Offer Berhadto Shareson behalf is enclosedof of this the Offer Offerorwith thisDocument, no Offer later Document. forthan the two procedures (2) days before to accept the closingthe Offer. date. The Subje Formct toof theAcceptance provisions and of the Rules, the OfferorAppendimay revisex II or extend the Offer beyond the First Closing Date. Notice of such extension will be posted to theTransfer Rules for, the the Offeror Offer Sharesmay revise is enclosed or extend with the this Offer Offer beyond Document.the First Closing Date. Notice of such extension will be posted to youYouyou accordingly.accordingly.should refer to Appendix II of this Offer Document for the procedures to accept the Offer. The Form of Acceptance and Transfer for the Offer Shares is enclosedThis withOffer this Document Offer Document. is dated 20 February 2018 You should refer to Appendix II of this Offer Document for the procedures to accept the Offer. The Form of Acceptance and You should refer to Appendix II of Thisthis Offer Offer Document Document for theis dated procedures 20 February to accept 2018the Offer. The Form of Acceptance and TransferTransfer forfor thethe OfferOffer SharesShares isis enclosedenclosed withwith thisthis OfferOffer Document.Document. This Offer Document is dated 20 February 2018

ThisThis OfferOffer DocumentDocument isis dateddated 2020 FebruaryFebruary 20182018 DEFINITIONS

The following definitions shall apply throughout this Offer Document and the accompanying Form of Acceptance and Transfer, unless the context requires otherwise:

Acceptance Condition : The condition that the Offeror receives, on or before the Closing Date, valid acceptances by the Holders (provided that such acceptances are not, where permitted, subsequently withdrawn), in respect of the Offer Shares, which when taken together with the OldTown Shares acquired or agreed to be acquired by the Offeror (either before or during the Offer and pursuant to the Offer or otherwise) will result in the Offeror holding in aggregate, more than 50.00% of the OldTown Shares

Act : Companies Act, 2016

ADA : Authorised Depository Agent as defined in the Rules of Bursa Depository

ADM : Authorised Direct Member as defined in the Rules of Bursa Depository

Board : Board of Directors

Bursa Depository : Bursa Malaysia Depository Sdn Bhd

Bursa Depository : Bursa Depository Transfer of Securities Request Form (FTF010) Transfer Form

Bursa LINK : Bursa Securities’ Listing Information Network, an electronic platform for submission of all announcements made by listed issuers on Bursa Securities

Bursa Securities : Bursa Malaysia Securities Berhad

CCS : Competition Commission of Singapore

CDS : Central Depository System

CIMB : CIMB Investment Bank Berhad

Closing Date : (i) First Closing Date; or

(ii) if the Offer is revised or extended in accordance with the Rules and the terms and conditions of this Offer Document, such other revised or extended closing date(s) as the Offeror may decide and as may be announced by CIMB on behalf of the Offeror, at least two (2) days before the Closing Date

CMSA : Capital Markets and Services Act, 2007

Competition Act : Competition Act, Chapter 50B of Singapore

Dissenting Holder(s) : Holder(s) who have not accepted the Offer and/or who have failed or refused to transfer their Offer Shares to the Offeror in accordance with the terms and conditions of this Offer Document

Dividend : Any dividend and/or any other distribution declared, made and/or paid by the Offeree to its shareholders

EPS : Earnings per share

First Closing Date : 5:00 p.m. (Malaysian time) on 13 March 2018, being twenty-one (21) days from the Posting Date

ii DEFINITIONS (Cont’d)

Form of Acceptance : Form of acceptance and transfer for the Offer Shares, as enclosed in and Transfer this Offer Document

FPE : Financial period ended

FYE : Financial year ended

Holder(s) : Holder(s) of the Offer Shares

IFRS : International Financial Reporting Standards

Independent Advice : The independent advice circular to be issued in relation to the Offer in Circular accordance with the Rules

Independent Adviser : AmInvestment Bank Berhad, the independent adviser appointed by the Board of OldTown in relation to the Offer

Irrevocable Undertaking : Irrevocable undertaking provided by each of the Undertaking Shareholders in relation to the Offer

JDE Asia or Offeror : Jacobs Douwe Egberts Holdings Asia NL B.V. (formerly known as Sapphire Investments B.V.)

JDE or Ultimate Offeror : Jacobs Douwe Egberts B.V.

Kopitiam Asia Pacific Kopitiam Asia Pacific Sdn Bhd, a wholly-owned subsidiary of the Offeree

Listing Requirements : Main Market Listing Requirements of Bursa Securities

LPD : 12 February 2018, being the latest practicable date prior to the Posting Date

LSH : Lee Siew Heng

LTD : 29 January 2018, being the last full trading date prior to the date of the Notice

Market Day(s) : Day(s) on which Bursa Securities is open for trading in securities

Mawer Investment : Mawer Investment Management Ltd

NA : Net assets

Non-Resident Holder(s) : Holder(s) (including without limitation, custodians, agents, representatives, nominees and trustees) who is a citizen or national of, or resident in, or has a registered address in a jurisdiction outside Malaysia, or is incorporated or registered with, or approved by any authority outside Malaysia, or is a non-resident within the definition prescribed under the Financial Services Act 2013

Notice : Notice of the Offer dated 30 January 2018, served on the Board of the Offeree by CIMB on behalf of the Offeror

Offer : Conditional voluntary take-over offer by the Offeror, through CIMB, to acquire all the Offer Shares at the Offer Price in accordance with the terms and conditions set out in this Offer Document

ii DEFINITIONS (Cont’d) DEFINITIONS (Cont’d) Offer Document : This document dated 20 February 2018 which contains the details of the Offer Document : OfferThis document together wit datedh the 20 enclosed February Form 2018ofwhich Acceptance contains andthe Transfer details of the Offer Period : PeriodOffer together commencing with the from enclosed 11 December Form of 2017 Acceptance, being the and date Transfer of the Pre- Offer Period : ConditionalPeriod commencing Offer Announcement from 11 December, until the 2017 earlier, being of either the date: of the Pre- Conditional Offer Announcement, until the earlier of either: (i) the Closing Date; or (i) the Closing Date; or (ii) the date on which the Offer lapses, expires or is withdrawn with (ii) the writtendate on consent which theof the Offer SC lapses, expires or is withdrawn with the written consent of the SC Offer Price : RM3.18 for each Offer Share Offer Price : RM3.18 for each Offer Share Offer Shares : The OldTown Shares which are not already held by the Offeror. As at Offer Shares : theThe LPD,OldTown the SharesOffer Shares which arecompri notse already 463,239,101 held by OldTownthe OfferorShares,. As at whichthe LPD, represent the Offer all of Sharesthe issued compriOldTownse 463,239,101Shares OldTown Shares, which represent all of the issued OldTown Shares Official List : A list specifying all securities listed on the Main Market of Bursa Official List : SecuritiesA list specifying all securities listed on the Main Market of Bursa Securities OldTown or Offeree : OldTown Berhad OldTown or Offeree : OldTown Berhad OldTown Group : OldTown and its subsidiaries OldTown Group : OldTown and its subsidiaries OldTown Shares : Ordinary share(s) in OldTown OldTown Shares : Ordinary share(s) in OldTown OTAP : OldTown Asia Pacific Limited, a 80.00% owned company of LSH and OTAP : 20.00%OldTown owned Asia Pacificcompany Limited of Nelson, a 80.00% Chan Koon owned-Hung company of LSH and 20.00% owned company of Nelson Chan Koon-Hung PACs : Persons acting in concert (in accordance with Section 216 of the CMSA) PACs : Persons acting in concert (in accordance with Section 216 of the CMSA) PBR : Price-to-book ratio PBR : Price-to-book ratio PER : Price-to-earnings ratio PER : Price-to-earnings ratio Posting Date : 20 February 2018, being the date of posting of this Offer Document Posting Date : 20 February 2018, being the date of posting of this Offer Document Pre-Conditional Offer : Pre-conditional voluntary conditional general offer announcement made AnnouncementPre-Conditional Offer : byPre CIMB-conditional on behalf voluntary of the conditionalOfferor on 11general December offer announcement2017, of the Offeror’s made Announcement intentionby CIMB onto behalfundertake of thethe Offeror Offer, on subject 11 December to and 2017,contingent of the uponOfferor’s the satisfactionintention to undertakeof the thePre -Offer,Conditions subject. Theto andPre contingent-Conditional upon Offer the Announcementsatisfaction of wasthe made Pre -inC onditionsaccordance. The with ParagraphPre-Conditional 9.09 ofOffer the RulesAnnouncement was made in accordance with Paragraph 9.09 of the Rules Pre-Conditions : The pre-conditions as set out in the Pre-Conditional Offer Pre-Conditions : AnnouncementThe pre-conditions as set out in the Pre-Conditional Offer Announcement Public Spread : The requirement under Paragraph 8.02(1) of the Listing Requirements, RequirementPublic Spread : wherebyThe requirement a listed underissuerParagraph must ensure 8.02(1) that ofat theleast Listing 25.00 Requirements,% of its total Requirement listedwhereby shares a listed (excluding issuer musttreasury ensure shares) that areat least in the 25 .00hands% of of its public total shareholderslisted shares (excluding treasury shares) are in the hands of public shareholders Registrar : Tricor Investor & Issuing House Services Sdn Bhd, registrar for the Registrar : Offer,Tricor toInvestor whom &acceptances Issuing House of theServices Offer Sdnshould Bhd be, registrarforwarded, for andthe whoseOffer, toaddress whom acceptancesand contact detailsof the Offerare set should out inbe Sectionforwarded, 1.10 andof Appendixwhose address II of this and Offer contact Document details are set out in Section 1.10 of Appendix II of this Offer Document Relevant Day : The Market Day, following the day on which the Offer is due to close, or Relevant Day : becomesThe Market or Disay declared, following unconditionalthe day on which(whetherthe asOffer to acceptancesis due to close or, orin allbecomes respects) or ,is or declaredis revised unconditionalor extended, (whetheras the case as tomay acceptances be or in all respects), or is revised or extended, as the case may be

iii iii DEFINITIONS (Cont’d)

Restricted : Any jurisdiction(s) where the extension or acceptance of the Offer or Jurisdiction(s) where the sending or making available information concerning the Offer to the Holders in such jurisdiction would or might be in contravention of local laws or regulations in that jurisdiction

Rules : Rules on Take-overs, Mergers and Compulsory Acquisitions issued by the SC

Rules of Bursa : Rules of Bursa Depository as issued under the SICDA Depository

SC : Securities Commission Malaysia

SICDA : Securities Industry (Central Depositories) Act 1991

Undertaking : Old Town International Sdn Bhd, LSH and Mawer Investment, who have Shareholders each provided Irrevocable Undertakings

VWAMP : Volume weighted average market price

Currency

RM and sen : Ringgit Malaysia and sen, respectively

EUR : Euro

USD : United States Dollar

All references in this Offer Document to “we”, “us”, “our” and “ourselves” are to CIMB, being the party through whom the Offeror are making the Offer.

All references to “you” in this Offer Document are to the Holders, being persons to whom this Offer is being made.

In this Offer Document, words importing the singular shall, where applicable, include the plural and vice versa and words importing any gender shall, where applicable, include all genders, unless otherwise specified. Any reference to a person shall include a reference to corporations, unless otherwise specified.

All references to dates and times in this Offer Document are references to Malaysian time, unless otherwise stated.

Any reference to any provision of a statute, rule, regulation, enactment or rule of stock exchange shall (where the context admits) be construed as a reference to the provision of such statute, rule, regulation, enactment or rule of stock exchange (as the case may be) as modified by any written law or (if applicable) amendment or re-enactment to the statute, rule, regulation, enactment or rule of stock exchange for the time being in force.

Any discrepancy in the tables included in this Offer Document between the amount listed, actual figures and the totals are due to rounding.

Where a period specified in this Offer Document ends on a day which is not a Market Day, the period is extended until the next Market Day.

iviv CONTENTS

PAGE

LETTER FROM CIMB

1. INTRODUCTION 1

2. TERMS AND CONDITIONS OF THE OFFER 2

3. IRREVOCABLE UNDERTAKINGS 4

4. GOOD FAITH FEE 5

5. RATIONALE FOR THE OFFER 5

6. LISTING STATUS OF THE OFFEREE, COMPULSORY ACQUISITION AND 6 RIGHTS OF MINORITY SHAREHOLDERS

7. FUTURE PLANS FOR THE OLDTOWN GROUP AND ITS EMPLOYEES 8

8. FINANCIAL RESOURCES OF THE OFFEROR 9

9. FINANCIAL AND OTHER CONSIDERATIONS 9

10. BACKGROUND INFORMATION ON THE OFFEROR AND THE ULTIMATE 12 OFFEROR

11. RESPONSIBILITY STATEMENTS 12

12. FURTHER INFORMATION 13

APPENDICES

APPENDIX I : OTHER TERMS AND CONDITIONS OF THE OFFER 14

APPENDIX II : PROCEDURES FOR ACCEPTANCE AND METHOD OF 18 SETTLEMENT

APPENDIX III(A) : INFORMATION ON THE OFFEROR 25

APPENDIX III(B) : INFORMATION ON THE ULTIMATE OFFEROR 30

APPENDIX IV : ADDITIONAL INFORMATION 39

FORM OF ACCEPTANCE AND TRANSFER ENCLOSED

v Registered office of Registered office of Jacobs Douwe Egberts Holdings Asia NL B.V. CIMB Investment Bank Berhad Oosterdoksstraat 80 17th Floor, Menara CIMB 1011 DK Amsterdam Jalan Stesen Sentral 2 Netherlands Kuala Lumpur Sentral 50470 Kuala Lumpur Malaysia

20 February 2018

To: The Holders

Dear Sir/Madam,

CONDITIONAL VOLUNTARY TAKE-OVER OFFER BY THE OFFEROR THROUGH CIMB TO ACQUIRE THE OFFER SHARES AT A CASH CONSIDERATION OF RM3.18 PER OFFER SHARE

1. INTRODUCTION

1.1 On 11 December 2017, CIMB on behalf of the Offeror announced that, subject to and contingent upon the satisfaction of the Pre-Conditions, the Offeror intends to undertake a voluntary conditional take-over offer to acquire all the issued ordinary shares of the Offeree in accordance with the Rules.

1.2 Pursuant to the application for decision made to the CCS with respect to the Offer under Section 57 of the Competition Act, the CCS had, on 30 January 2018, granted its clearance that the Offer, if carried into effect, will not infringe Section 54 of the Competition Act. In addition, the Offeror has not identified any other anti-trust authorisation as being necessary for or in connection with the Offer. Accordingly, all of the Pre-Conditions were satisfied and on even date, CIMB had, on behalf of the Offeror, served the Notice of the Offeror’s firm intention to undertake the Offer in accordance with Subparagraph 9.10(1) of the Rules on the Board of the Offeree.

1.3 On 30 January 2018, OldTown announced the receipt of the Notice and a copy of the Notice was despatched to the Holders on 6 February 2018.

1.4 The Board of OldTown had on 30 January 2018 appointed AmInvestment Bank Berhad as the Independent Adviser to advise the non-interested directors of OldTown and the Holders in respect of the Offer in accordance with Paragraph 3.06 of the Rules.

1.5 The Offeror is an indirect wholly-owned subsidiary of JDE, being the Ultimate Offeror in relation to the Offer. Further information on the Offeror and the Ultimate Offeror are set out in Section 10 of this Offer Document.

1.6 As at the LPD, the Offeror and the Ultimate Offeror do not have any shareholdings in the Offeree.

1.7 As at the LPD, the Offeror has obtained Irrevocable Undertakings from the Undertaking Shareholders to, among others, accept, or procure the acceptance of the Offer in respect of an aggregate of approximately 51.45% of the total number of OldTown Shares. Further details on the Irrevocable Undertakings are set out in Section 3 of this Offer Document.

1 1 1.8 The SC had, vide its letter dated 13 February 2018, notified that it has no further comments on this Offer Document. However, such notification shall not be taken to indicate that the SC recommends the Offer or assumes responsibility for the correctness of any statements made or opinions or reports expressed in this Offer Document.

1.9 The timeline in respect of the Offer is as follows:

Event Date Notice served on the Board of the Offeree 30 January 2018 Posting Date 20 February 2018 Last day for the Independent Adviser to issue the Independent Advice Circular 2 March 2018 First Closing Date(1) 13 March 2018

Note:

(1) The Offer will remain open for acceptances until 5:00 p.m. (Malaysian time) on the First Closing Date, or if the Offer is revised or extended in accordance with the Rules and the terms and conditions of the Offer Document, such other revised or extended closing date(s) as the Offeror may decide and as may be announced by CIMB on behalf of the Offeror, at least two (2) days before the Closing Date. Notices of such extension will be posted to the Holders accordingly.

This Offer Document seeks to extend a formal offer by the Offeror, through CIMB, to acquire your Offer Shares.

You are advised to carefully read this Offer Document and the Independent Advice Circular which will be despatched to you within ten (10) days from the date of this Offer Document or no later than 2 March 2018. You should consider the recommendation of the Independent Adviser carefully before making your decision regarding the Offer.

You should consult your stockbroker, bank manager, solicitor, accountant or other professional advisers immediately if you have any doubt about the Offer.

If you wish to accept the Offer, you should complete and sign the accompanying Form of Acceptance and Transfer according to the instructions contained therein. Please refer to Appendix II of this Offer Document for the procedures for acceptance and method of settlement of the Offer. Special instructions for Non-Resident Holders for acceptance of this Offer are also set out in Appendix II of this Offer Document.

You do not need to take any action if you decide not to accept the Offer.

2. TERMS AND CONDITIONS OF THE OFFER

The principal terms and conditions of the Offer, unless otherwise directed or permitted to be varied by the SC, include the following:

2.1 Consideration

2.1.1 The consideration for each Offer Share will be RM3.18 and will be satisfied wholly in cash in accordance with the method of settlement as set out in Section 2.4 of this Offer Document.

2 2.1.2 An interim dividend of 3.0 sen per OldTown Share in respect of the FYE 31 March 2018 was announced by the Board of the Offeree on 29 November 2017 and paid to entitled shareholders on 2 February 2018 (“February 2018 Dividend”). Save for the February 2018 Dividend, if the Offeree declares, makes or pays any Dividend on or after the date of the Pre-Conditional Offer Announcement but prior to the Closing Date and the Holders are entitled to retain such Dividend, the Offeror may reduce the Offer Price by the amount equivalent to the net Dividend per OldTown Share which the Holders of such Offer Shares are entitled to retain.

The Offeror is not aware of any Dividend having been declared but not paid by OldTown after the date of the Pre-Conditional Offer Announcement up to the LPD.

For the avoidance of doubt, no adjustment will be made to the Offer Price for the February 2018 Dividend.

2.1.3 The cash consideration payable to an accepting Holder pursuant to the acceptance of the Offer will be rounded down to the nearest whole sen. The Offeror will not pay fractions of a sen, if any, to any accepting Holder. The Holders may accept the Offer in respect of all or a part of the Offer Shares that they hold.

2.2 Condition of the Offer

The Offer is conditional upon the Offeror having received, on or before the Closing Date, valid acceptances by the Holders (provided that such acceptances are not, where permitted, subsequently withdrawn), in respect of the Offer Shares which when taken together with the OldTown Shares acquired or agreed to be acquired by the Offeror (either before or during the Offer and pursuant to the Offer or otherwise), will result in the Offeror holding in aggregate, more than 50.00% of the OldTown Shares.

The Offer is conditional upon the fulfilment of the Acceptance Condition, failing which the Offer shall lapse and all acceptances shall be returned to the accepting Holders and the Offeror will thereafter cease to be bound by any such prior acceptances of the Offer.

As set out in further detail in Section 3 of this Offer Document, the Undertaking Shareholders have each provided Irrevocable Undertakings to the Offeror to, among others, accept, or procure the acceptance of the Offer in respect of an aggregate of approximately 51.45% of the total number of OldTown Shares. Accordingly, the valid acceptances by the Undertaking Shareholders will result in the Offer becoming and being declared unconditional in all respects.

2.3 Duration of the Offer

The Offer will remain open for acceptances until 5:00 p.m. (Malaysian time) on 13 March 2018, being the First Closing Date, or such later date(s) as the Offeror may decide and as may be announced by CIMB on behalf of the Offeror, at least two (2) days before the Closing Date, unless the Offeror withdraws the Offer with the SC’s written approval and in such event, every person shall be released from any obligation incurred under the Offer. Such announcement will state the next closing date of the Offer. Notice of such extension will be posted to the Holders accordingly.

Please refer to Section 2 of Appendix I of this Offer Document for further details on the duration of the Offer.

2.4 Method of settlement

The settlement for the Offer Shares to which such valid acceptance(s) relate will be effected through remittance in the form of cheque, banker’s draft or cashier’s order which will be despatched by ordinary mail to the Holders who accept the Offer (or their designated agents, as they may direct) at their own risk.

3 3 The cash consideration for the Offer Shares will be posted to the accepting Holders within ten (10) days from:

(i) the date the Offer becomes or is declared wholly unconditional, if the acceptances are received during the period when the Offer is still conditional; or

(ii) the date of the acceptances, if the acceptances are received during the period after the Offer is or has become or has been declared wholly unconditional.

This is provided that all such acceptances are deemed by the Offeror to be complete and valid in all respects in accordance with the terms and conditions set out in this Offer Document.

Please refer to Appendix I of this Offer Document for further information on the other terms and conditions of the Offer and Appendix II of this Offer Document for details on the procedures for accepting the Offer and method of settlement of the Offer.

3. IRREVOCABLE UNDERTAKINGS

3.1 Irrevocable Undertakings

As at the LPD, the Undertaking Shareholders have each provided Irrevocable Undertakings to the Offeror, pursuant to which each Undertaking Shareholder has undertaken, among others:

3.1.1 to accept, or procure the acceptance of, the Offer in respect of all the OldTown Shares held by the Undertaking Shareholders and their nominee(s) and any OldTown Shares which the Undertaking Shareholders and their nominee(s) may acquire on or after 11 December 2017, being the date on which the Irrevocable Undertaking was given (the “Relevant Shares”), not later than 12.00 p.m. (Malaysian time), on the fifth (5th) business day after the Posting Date, and not to withdraw such acceptance for any reason thereafter, notwithstanding any conditions under the Rules;

3.1.2 except pursuant to the Offer, not to dispose of, charge, pledge or otherwise encumber or grant any option or other right over or accept any other offer for the Relevant Shares or otherwise deal with any of the Relevant Shares or any interest in them (whether conditionally or unconditionally);

3.1.3 to oppose the taking of any action which might result in any pre-condition and condition of the Offer not being satisfied;

3.1.4 not to take any action which may preclude or frustrate the Offer;

3.1.5 to vote against and not to vote or agree to vote for, as a shareholder, any competing proposal; and

3.1.6 not to enter into any agreement or arrangement with any person, whether conditionally or unconditionally, to do any of the acts prohibited by the terms of this Section 3,

provided always that, nothing in this Section 3 shall prevent the Undertaking Shareholder (in his/her capacity as a director of the Offeree), where applicable, from complying with his/her fiduciary duties and any requirements of the Malaysian Code on Take-overs and Mergers 2016, the Rules, the SC or the requirements of Bursa Securities or any other relevant regulatory authority or applicable laws in Malaysia.

4 4 The Undertaking Shareholders have undertaken to accept the Offer in respect of an aggregate of 238,321,250 OldTown Shares, representing approximately 51.45% of the total number of 463,239,101 OldTown Shares as at the LPD. Details of the Relevant Shares held by the Undertaking Shareholders are set out below.

Name No. of OldTown Shares %(1) Old Town International Sdn Bhd 197,258,500 42.58 LSH(2) 6,218,500 1.34 Mawer Investment 34,844,250 7.52

Total 238,321,250 51.45%

Notes:

(1) Based on a total number of 463,239,101 issued OldTown Shares as at the LPD.

(2) A director of the Offeree and holds a 24.32% direct interest in Old Town International Sdn Bhd as at the LPD.

3.2 Cessation of Irrevocable Undertakings

The Irrevocable Undertakings will cease and terminate on the earliest of the date on which the Offer lapses or is withdrawn, or the last date on which the Offer can become or be declared unconditional under the Rules, if the Offer fails to become or be declared unconditional by such date for any reason other than a breach of the obligations of the Undertaking Shareholders under their respective Irrevocable Undertakings.

4. GOOD FAITH FEE

The Offeror has agreed to pay a good faith fee being an amount of USD3,480,860.92, equivalent to one percent (1.00%) of the total Offer Price (determined based on a pre-agreed USD:RM exchange rate of USD1:RM4.232 as of 31 October 2017) (“Good Faith Fee”) to the Offeree.

A bill of exchange for an amount of USD3,283,831.06 (“Bill of Exchange”) in favour of the Offeree has been delivered to the Offeree on 14 December 2017 as payment of the Good Faith Fee.

Against delivery of the Bill of Exchange, the Offeree has undertaken to return the Bill of Exchange to the Offeror within three (3) business days of the date on which the Offer becomes unconditional in all respects. If the Offer does not become unconditional in all respects (other than due to a breach of the Irrevocable Undertakings by the Undertaking Shareholders), the Bill of Exchange shall be retained by the Offeree and the Offeror shall pay the Offeree the difference between the Good Faith Fee and the Bill of Exchange amount.

5. RATIONALE FOR THE OFFER

5.1 Intention to delist and privatise the Offeree

The Offeror intends to make the Offer with a view to delisting and privatising the Offeree. The Offeror is of the view that the delisting and privatisation of the Offeree will provide the Offeror and the Offeree with greater control and management flexibility in the implementation of any strategic initiatives and/or operational changes of the OldTown Group as well as dispense with compliance costs associated with maintenance of its listed status.

5 5 5.2 Opportunity for Holders to realise their investment in the OldTown Shares at a premium

The Offer Price represents a premium of approximately 20.95% and 18.98% over the VWAMP per OldTown Share for the three (3)-month and six (6)-month periods up to and including 7 December 2017, being the last full trading date prior to the Pre-Conditional Offer Announcement. The Offer Price also represents a premium of 10.42% over the last transacted price per OldTown Share on such date.

Additionally, the Offer Price represents a premium of approximately 10.08% and 13.43% over the VWAMP per OldTown Share for the three (3)-month and six (6)-month periods up to and including 29 January 2018, being the LTD. The Offer Price also represents a premium of 4.95% over the last transacted price per OldTown Share on the LTD.

The cash consideration under the Offer presents Holders with a clean cash exit opportunity to realise their entire investment in OldTown Shares at a premium over the prevailing trading prices of the OldTown Shares immediately prior to the date of the Pre-Conditional Offer Announcement without incurring brokerage and other trading costs (unless provided by any statute, law or regulation).

6. LISTING STATUS OF THE OFFEREE, COMPULSORY ACQUISITION AND RIGHTS OF MINORITY SHAREHOLDERS

6.1 Listing status of the Offeree

Paragraph 8.02(1) of the Listing Requirements states that a listed issuer must ensure that at least 25.00% of its total listed shares (excluding treasury shares) are in the hands of public shareholders. Bursa Securities may accept a percentage lower than 25.00% of the total number of listed shares (excluding treasury shares) if it is satisfied that such lower percentage is sufficient for a liquid market in such shares.

A listed issuer that fails to maintain the Public Spread Requirement may request for an extension of time to rectify the situation in the manner as may be prescribed by Bursa Securities. Where no extension of time is granted by Bursa Securities to rectify the Public Spread Requirement, Bursa Securities may take any action or impose penalty pursuant to Paragraph 16.19 of the Listing Requirements for a breach of Paragraph 8.02(1) of the Listing Requirements and may, in its discretion, suspend trading in the securities of the listed issuer pursuant to Paragraph 16.02(1) of the Listing Requirements. However, non-compliance of the Public Spread Requirement would not automatically result in the delisting of the listed issuer from the Official List.

As the Offeror does not intend to maintain the listing status of the Offeree, an immediate announcement will be made by the Offeree in the event that the Offeror receives acceptances under the Offer resulting in the Offeror holding in aggregate 90.00% or more of the OldTown Shares (excluding treasury shares), either individually or jointly with associates of the Offeror. Upon such announcement, Bursa Securities shall, suspend the trading in all listed securities of OldTown immediately upon the expiry of five (5) market days from the Closing Date. Thereafter, the Offeror will procure OldTown to take the requisite steps to withdraw its listing status from the Official List in accordance with Paragraph 16.07 of the Listing Requirements.

6 6 In the event the Offeror receives acceptances under the Offer resulting in less than 25.00% of the OldTown Shares being in the hands of public shareholders, the Public Spread Requirement will not be met. Further, where the public shareholding spread of OldTown is 10.00% or less of the OldTown Shares, Bursa Securities shall suspend the trading in all listed securities of OldTown immediately upon the expiry of thirty (30) market days from the date of announcement by the Offeree that it does not comply with the Public Spread Requirement. In either case, the Offeror may procure OldTown to take the requisite steps to withdraw its listing status from the Official List in accordance with Chapter 16 of the Listing Requirements or via any other process as permitted under applicable laws and regulations. Notwithstanding this, Bursa Securities may at its discretion impose additional conditions for the withdrawal of the Offeree’s listing status from the Official List.

If the de-listing of OldTown from the Official List is successful, the OldTown Shares will no longer be traded on the Main Market of Bursa Securities.

In the event the Offeree is unable to comply with the Public Spread Requirement as a result of acceptances received pursuant to the Offer, the Offeror has no intention of taking any steps to address the shortfall in the Public Spread Requirement. In the event that the trading of OldTown Shares on the Official List is suspended, the Offeror has no intention of undertaking or supporting any action for any such trading suspension on the Official List to be lifted.

6.2 Compulsory acquisition

Section 222(1) of CMSA provides that, where an offeror:

(a) has made a take-over offer for all the shares or all the shares in any particular class in an offeree; and

(b) has received acceptances of not less than nine-tenths (9/10) in the nominal value of the offer shares,

the offeror may, within four (4) months of the date of the take-over offer, acquire the remaining shares or remaining shares in any particular class in the offeree, by issuing a notice in the form or manner specified by the SC to such effect, to all dissenting shareholders provided that the notice:

(i) is issued within two (2) months from the date of achieving the conditions under Sections 222(1)(a) and 222(1)(b) of the CMSA; and

(ii) is accompanied by a copy of a statutory declaration by the offeror that the conditions for the giving of the notice are satisfied.

Section 222(1A) of the CMSA provides that, for the purpose of Section 222(1)(b) of the CMSA, the acceptances shall not include shares already held at the date of the take-over offer by the offeror and persons acting in concert.

If the Offeror receives valid acceptances of not less than nine-tenths (9/10) in the value of the Offer Shares (excluding OldTown Shares already held by the Offeror and its PACs at the date of the Offer) on or before the Closing Date, the Offeror intends to invoke the provisions of Section 222(1) of the CMSA to compulsorily acquire any remaining Offer Shares from the Dissenting Holders. Thereafter, necessary steps will also be taken to de-list the Offeree from the Official List. In such instance, all the Offer Shares that are compulsorily acquired will, subject to Section 224(1) of the CMSA, be acquired on the same terms as set out in this Offer Document and in accordance with Section 222 of the CMSA.

7 7 6.3 Rights of minority shareholders

Notwithstanding the above, if the Offeror receives valid acceptances from the Holders resulting in the Offeror and PACs holding not less than nine-tenths (9/10) in the value of the existing issued and paid-up share capital of the Offeree (including the OldTown Shares that are already held by the Offeror and PACs as at the date of the Offer) on or before the Closing Date, a Dissenting Holder may exercise his/her/its rights, under Section 223(1) of the CMSA, by serving a notice on the Offeror to require the Offeror to acquire his/her/its Offer Shares on the same terms as set out in this Offer Document or such other terms as may be agreed by the Offeror and such Dissenting Holder.

If a Dissenting Holder exercises his/her/its rights under Section 223(1) of the CMSA, the Offeror will acquire such Offer Shares in accordance with the provisions of the CMSA, subject to Section 224 of the CMSA. In accordance with Section 224(3) of the CMSA, when a Dissenting Holder exercises his/her/its rights under Section 223(1) of the CMSA, the court may, on an application made by such Dissenting Holder or by the Offeror, order that the terms on which the Offeror shall acquire such Offer Shares shall be as the court thinks fit.

Notwithstanding the above, pursuant to Section 224(1) of the CMSA, where a notice is given under Section 222(1) of the CMSA, the court may, on an application made by any Dissenting Holder within one (1) month from the date on which the notice was given by the Offeror, order that the Offeror shall not be entitled and shall not be bound to acquire the Offer Shares of any Dissenting Holder or specify terms of acquisition that are different from the terms of the Offer.

Section 223(2) of the CMSA requires the Offeror to give the Dissenting Holders a notice in the manner specified by the SC of the rights that are exercisable by the Dissenting Holders under Section 223(1) of the CMSA, within one (1) month of the time the Offeror has received valid acceptances from the Holders resulting in the Offeror and its PACs holding not less than nine- tenths (9/10) in the value of the existing issued and paid-up share capital of the Offeree.

A notice to the Dissenting Holders under Section 223(2) of the CMSA may specify the period for the exercise of the rights of the Dissenting Holders and in any event, such period shall not be less than three (3) months after the Closing Date.

7. FUTURE PLANS FOR THE OLDTOWN GROUP AND ITS EMPLOYEES

The intention of the Offeror and the Ultimate Offeror, as at the LPD, with respect to the future plans for the OldTown Group and its employees is as follows:

7.1 Continuation of the OldTown Group’s business

The Offeror and the Ultimate Offeror intend to continue the existing businesses of the OldTown Group which are principally in café chain operations and the manufacturing, marketing and sales of coffee and other beverages, including instant coffee mix, instant milk tea mix, instant chocolate mix and roasted coffee powder. Nevertheless, the Offeror and the Ultimate Offeror may review the businesses and operations of the OldTown Group and make such arrangements, rationalisation and reorganisation of the OldTown Group as the Offeror considers suitable for the future growth of the OldTown Group’s business operations.

After the close of the Offer, the Offeree may request LSH to procure that OTAP, transfers, novates, or assigns the licence agreements in respect of the restaurant business under the brand name of “OldTown White Coffee” in China and Hong Kong in favour of the OldTown Group and terminates the master licence agreement dated 1 July 2009 between Kopitiam Asia Pacific and OTAP, in relation to the grant of a licence by Kopitiam Asia Pacific to OTAP to engage in the business of operating outlets under the trade name of “OldTown White Coffee” in China, Hong Kong and Macau, for no consideration.

8 8 As JDE currently has an affiliated entity which conducts coffee-related business in the People’s Republic of China, Hong Kong, Taiwan and Macau (collectively, the “Relevant Jurisdictions”) through a joint venture, it is contemplated that the Offeror may transfer portions of the coffee-related business of OldTown Group in the Relevant Jurisdictions to the joint venture. There is no assurance that such a transfer would take place and the terms of such transfer, if undertaken, have yet to be determined. Any transfer of assets would, in any event, be subject to compliance with all applicable laws and regulations.

7.2 Major changes to the OldTown Group’s business

The Offeror and the Ultimate Offeror do not have any plans to introduce any major changes to the business of the OldTown Group, liquidate any of the companies within the OldTown Group, dispose of any major assets or undertake any major redeployment of fixed assets of the OldTown Group, save as disclosed in Section 7.1 above. Nevertheless, the Offeror and the Ultimate Offeror may from time to time review strategic options with regards to the businesses of the OldTown Group and where appropriate, implement changes to the corporate structure or rationalise the business activities, including any expansion activities or disposal of assets with a view to ensure that the OldTown Group remain competitive in the industry and to improve the prospects and future growth of the OldTown Group.

As at the LPD, the Offeror and the Ultimate Offeror have no knowledge of, and have not entered into any negotiation, arrangement or understanding with any third party with regards to any significant change in the business, assets or shareholding structure of the OldTown Group.

7.3 Employees

The Offeror and the Ultimate Offeror do not have any plans to dismiss or make redundant the employees of the OldTown Group as a direct consequence of the Offer. Nevertheless, as with any organisation, there may be continuous measures to improve the efficiency of operations and optimise staff productivity of the OldTown Group. Any such action taken will be dealt with in accordance with the relevant legislation and the terms of employment of the affected employees.

8. FINANCIAL RESOURCES OF THE OFFEROR

Based on the outstanding 463,239,101 OldTown Shares as at the LPD and the Offer Price of RM3.18 per OldTown Share, the maximum consideration for the Offer is RM1,473.1 million.

The consideration for the Offer will be satisfied entirely in cash by the Offeror. The Offeror and the Ultimate Offeror have confirmed that the Offer will not fail due to insufficient financial capability and that every Holder who wishes to accept the Offer will be paid in full by cash.

CIMB has confirmed that the Offer will not fail due to insufficient financial capability of the Offeror and that every Holder who wishes to accept the Offer will be paid in full by cash.

9. FINANCIAL AND OTHER CONSIDERATIONS

The Offer Price was arrived at after taking into consideration, among others, the historical market prices of the OldTown Shares as set out in the following tables.

Holders are advised to consider, among others, the financial considerations and effects as set out in this Section 9 before deciding whether to accept or reject the Offer.

9 9 9.1 Historical market prices

The Offer Price represents a premium to the following market prices of the OldTown Shares:

9.1.1 In relation to the Pre-Conditional Offer Announcement:

Price Premium

RM RM %

Last transacted price of the OldTown Shares as at 7 2.8800 0.3000 10.42 December 2017, being the last full trading date prior to the date of the Pre-Conditional Offer Announcement

5-day VWAMP of the OldTown Shares up to and including 2.7309 0.4491 16.45 7 December 2017

1-month VWAMP of the OldTown Shares up to and 2.6580 0.5220 19.64 including 7 December 2017

3-month VWAMP of the OldTown Shares up to and 2.6292 0.5508 20.95 including 7 December 2017

6-month VWAMP of the OldTown Shares up to and 2.6727 0.5073 18.98 including 7 December 2017

1-year VWAMP of the OldTown Shares up to and 2.6437 0.5363 20.29 including 7 December 2017

9.1.2 In relation to the Notice:

Price Premium

RM RM %

Last transacted price of the OldTown Shares as at LTD 3.0300 0.1500 4.95

5-day VWAMP of the OldTown Shares up to and including 3.0388 0.1412 4.65 the LTD

1-month VWAMP of the OldTown Shares up to and 3.0710 0.1090 3.55 including the LTD

3-month VWAMP of the OldTown Shares up to and 2.8888 0.2912 10.08 including the LTD

6-month VWAMP of the OldTown Shares up to and 2.8034 0.3766 13.43 including the LTD

1-year VWAMP of the OldTown Shares up to and 2.7196 0.4604 16.93 including the LTD

9.1.3 In relation to this Offer Document:

Price Premium

RM RM %

Last transacted price of the OldTown Shares on the LPD 3.1400 0.0400 1.27

5-day VWAMP of the OldTown Shares up to and including 3.1503 0.0297 0.94 the LPD

10 10 The highest and lowest closing market prices for each month and the monthly closing market price of the OldTown Shares for the period commencing six (6) months prior to 11 December 2017, being the commencement date of the Offer Period and up to the LPD are as follows:

OldTown Share Price (RM) End of month High Low closing price 2017 July 2.80 2.72 2.75 August 2.80 2.67 2.68 September 2.76 2.56 2.56 October 2.62 2.51 2.57 November 2.61 2.43 2.61 December 3.10 2.75 3.09

2018 January 3.10 3.02 3.05 February (Up to LPD) 3.16 3.14 3.14

During the six (6) months prior to the commencement of the Offer Period up to the LPD:

(i) the highest closing price of the OldTown Shares was RM3.16, which was transacted on 6 February 2018 and 9 February 2018; and

(ii) the lowest closing price of the OldTown Shares was RM2.43, which was transacted on 29 November 2017.

(Source: Bloomberg)

9.2 Earnings and NA

9.2.1 Earnings

The Offer Price implies the following PER:

EPS(1) PER (sen) (times) Based on the audited consolidated EPS of the Offeree for the FYE 11.66 27.27 31 March 2016 Based on the audited consolidated EPS of the Offeree for the FYE 13.46 23.63 31 March 2017

Note:

(1) Represents EPS attributable to ordinary equity holders as extracted from OldTown’s annual report for the FYE 31March 2016 and FYE 31 March 2017 respectively.

11 11 9.2.2 NA

The Offer Price implies the following PBR:

NA per Share(1) PBR (sen) (times) Based on the audited consolidated NA per OldTown Share of the 80.00 3.98 Offeree as at 31 March 2016 Based on the audited consolidated NA per OldTown Share of the 82.00 3.88 Offeree as at 31 March 2017

Note:

(1) Represents NA per share attributable to equity holders as extracted from OldTown’s annual report for the FYE 31March 2016 and FYE 31 March 2017 respectively.

10. BACKGROUND INFORMATION ON THE OFFEROR AND THE ULTIMATE OFFEROR

10.1 The Offeror

JDE Asia is a company incorporated in the Netherlands on 28 October 2016 and is an indirect wholly-owned subsidiary of JDE. JDE Asia is principally involved in investment holding and its subsidiaries are involved in the manufacture and distribution of branded customer products, which include instant coffee mix, instant cereals and instant tea mixes products. As at the LPD, the Offeror has an issued share capital of EUR1.00, comprising 1 issued ordinary share.

10.2 The Ultimate Offeror

JDE is a privately owned company incorporated in the Netherlands, which has a global coffee and tea business serving consumers in more than 120 countries through brands including Jacobs, Tassimo, Moccona, Senseo, L’OR, Douwe Egberts, Super, Kenco, Pilao and Gevalia. Its retail offering includes products such as roast and ground multi-serve coffee, roast and ground single serve coffee pods and capsules, instant coffee and tea. JDE also offers professional solutions, which include liquid roast products and related coffee machines.

JDE being the indirect holding company of the Offeror, is the Ultimate Offeror as the making of the Offer and its terms have been and/or will be considered by the Boards and management of JDE and JDE Asia, who make and/or will make all key decisions in respect of the commercial terms and conditions of the Offer in addition to other corporate, business and operational matters of JDE Asia. JDE is a substantial operating entity with unaudited net assets of about EUR9.8 billion as at 31 December 2017 and unaudited revenues in excess of EUR5.7 billion for the FYE 31 December 2017.

Further information on the Offeror and the Ultimate Offeror are set out in Appendix III(A) and Appendix III(B) of this Offer Document, respectively.

11. RESPONSIBILITY STATEMENTS

The Board of the Offeror has taken reasonable care to ensure the facts stated and opinions expressed in this Offer Document are fair and accurate and that no material facts have been omitted. The Board of the Offeror jointly and severally accepts full responsibility for the accuracy of the information contained in this Offer Document and confirms, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this Offer Document have been arrived at after due and careful consideration and there are no other facts not contained in this Offer Document, the omission of which would make any statement in this Offer Document misleading.

12 12 The Board of the Ultimate Offeror has taken reasonable care to ensure the facts stated and opinions expressed in this Offer Document are fair and accurate and that no material facts have been omitted. The Board of the Ultimate Offeror jointly and severally accepts full responsibility for the accuracy of the information contained in this Offer Document and confirms, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this Offer Document have been arrived at after due and careful consideration and there are no other facts not contained in this Offer Document, the omission of which would make any statement in this Offer Document misleading.

Information relating to OldTown Group in this Offer Document has been obtained from publicly available sources and the management of OldTown (where provided). The responsibility of the Offeror and the Ultimate Offeror is limited to ensuring that such information has been accurately reproduced in this Offer Document.

CIMB acknowledges that, based on all available information and to the best of its knowledge and belief, this Offer Document constitutes a full and true disclosure of all material facts concerning the Offer.

12. FURTHER INFORMATION

For further information, please refer to the attached appendices which form part of this Offer Document.

YOU SHOULD CONSIDER THE CONTENTS OF THIS OFFER DOCUMENT AS WELL AS THE INDEPENDENT ADVICE CIRCULAR TO BE ISSUED AND THE RECOMMENDATIONS THEREIN BEFORE DECIDING WHETHER TO ACCEPT OR REJECT THE OFFER.

IF YOU WISH TO ACCEPT THE OFFER, YOU SHOULD COMPLETE AND SIGN THE ACCOMPANYING FORM OF ACCEPTANCE AND TRANSFER ACCORDING TO THE INSTRUCTIONS THEREIN.

YOU DO NOT NEED TO TAKE ANY ACTION SHOULD YOU DECIDE NOT TO ACCEPT THE OFFER.

Yours faithfully For and on behalf of CIMB INVESTMENT BANK BERHAD

TAN WEI HAN LEE CHUK HOE Managing Director Director Corporate Finance Corporate Finance Investment Banking Malaysia Investment Banking Malaysia

13 13 APPENDIX I

OTHER TERMS AND CONDITIONS OF THE OFFER

1. WARRANTIES

The Offeror will acquire the Offer Shares on the basis that the acceptance by a Holder is made in accordance with the terms and conditions set out in this Offer Document. The Holder’s acceptance will be deemed to constitute an irrevocable and unconditional warranty by the accepting Holder that the Offer Shares, to which such acceptances relate, are sold:

(i) free from any claim, charge, pledge, mortgage, lien, option, equity, power of sale, declaration of trust, hypothecation, retention of title, right of pre-emption, right of first refusal, moratorium or other third party right or security interest of any kind or an agreement, arrangement or obligation to create any of the foregoing; and

(ii) together with all rights, benefits and entitlements attached thereto, including the right to all Dividend declared, paid or made on or after the date of this Offer Document, subject to the adjustments set out in Section 2.1.2 of this Offer Document.

2. DURATION OF THE OFFER

2.1 The Offer will remain open for acceptances until 5:00 p.m. (Malaysian time) on 13 March 2018, being the First Closing Date or such later date(s) as the Offeror may decide and as may be announced by CIMB, on behalf of the Offeror, at least two (2) days before the Closing Date, unless the Offeror withdraw the Offer with the SC’s written approval and in such event, every person shall be released from any obligation incurred under the Offer.

2.2 If the Offer is revised after the Posting Date, it will remain open for acceptances for at least fourteen (14) days from the date of posting of the written notification of the revision to the Holders. Where the terms are revised, the benefits of the revised Offer will be made available to the Holders who have accepted the Offer prior to such revision. The Offeror may not revise the Offer after the 46th day from the Posting Date.

2.3 Where the Offer has become or is declared unconditional as to acceptances on a day falling on or before the 46th day from the Posting Date, the Offer will remain open for acceptances for at least fourteen (14) days from the date on which the Offer becomes and is declared unconditional which, in any event, shall not be later than the 60th day from the Posting Date.

2.4 Where the Offer has become or is declared unconditional as to acceptances on any day after the 46th day from the Posting Date, the Offer will remain open for acceptances for at least fourteen (14) days from the date on which the Offer becomes and is declared unconditional which, in any event, shall not be later than the 74th day from the Posting Date.

2.5 Where a competing take-over offer is made anytime between the Posting Date and the Closing Date of the Offer, the offer document sent by the Offeror shall be deemed to have been posted on the date that the competing take-over offer document was posted.

2.6 Any extension of the date and time for acceptance of the Offer by the Offeror will be announced by CIMB, on behalf of the Offeror, at least two (2) days before the Closing Date. Such announcement will state the next closing date of the Offer. Notice of such extension will be posted to the Holders accordingly.

14 APPENDIX I

OTHER TERMS AND CONDITIONS OF THE OFFER (Cont’d)

3. RIGHTS OF WITHDRAWAL BY AN ACCEPTING HOLDER

3.1 All acceptances of the Offer by a Holder shall be irrevocable. However, a Holder is entitled:

(i) to withdraw his/her/its acceptance immediately if the Offeror fails to comply with any of the requirements set out in Section 5.1 of this Appendix I by the close of trading on Bursa Securities on the Relevant Day; or

(ii) to withdraw his/her/its acceptance after twenty-one (21) days from the First Closing Date, if the Offer has not by such date become or is declared unconditional as to acceptances. The entitlement to withdraw shall be exercisable until such time as the Offer becomes or is declared unconditional as to acceptances.

3.2 Notwithstanding Section 3.1 above, the SC may terminate the right of withdrawal set out in Section 3.1(i) above not less than eight (8) days from the date:

(i) the Offeror has complied with the requirements set out in Section 5.1 of this Appendix I; and

(ii) the Offeror has confirmed, if such is the case, that the Offer is still unconditional as to acceptances by way of announcement or by way of press notice where relevant and to the SC in writing.

3.3 However, the right of any Holder who has already withdrawn his acceptance under Section 3.1(i) of this Appendix I will not be prejudiced by the termination of such right of withdrawal by the SC.

4. WITHDRAWAL OF THE OFFER BY THE OFFEROR

The Offeror may only withdraw the Offer with the prior written approval of the SC.

5. ANNOUNCEMENT OF ACCEPTANCES

5.1 The Offeror shall inform the SC in writing and announce via Bursa LINK or by way of press notice where relevant, of the following information, before 9:00 a.m. (Malaysian time), on the Relevant Day:

(i) the position of the Offer, that is, as to whether the Offer is closed, becoming or being declared unconditional (whether as to acceptances or in all respects), being revised or extended; and

(ii) the total number of Offer Shares (together with the percentage of the issued and paid-up share capital of OldTown represented by such Offer Shares):

(a) for which acceptances of the Offer have been received after the Posting Date;

(b) held by the Offeror as at the Posting Date; and

5.2 In computing the acceptances of the Offer Shares for announcement purposes, the Offeror may include or exclude acceptances which are not in order in all respects or which are subject to verification.

15 APPENDIX I

OTHER TERMS AND CONDITIONS OF THE OFFER (Cont’d)

5.3 Reference to the making of an announcement or the giving of notice by the Offeror shall include the following:

(i) release of an announcement by CIMB, the Offeror or the Offeror’s advertising agent(s) to the press; and

(ii) delivery of or transmission by facsimile or Bursa LINK of an announcement to Bursa Securities.

5.4 An announcement made otherwise than to Bursa Securities shall be notified simultaneously to Bursa Securities, if applicable.

6. PURCHASES IN THE OPEN MARKET

If the Offeror or its PACs purchase or agree to purchase the Offer Shares during the Offer Period at a consideration that is higher than the Offer Price, the Offeror shall increase the cash consideration for the Offer to an amount not less than the highest price (excluding stamp duty and commission) paid or agreed to be paid by the Offeror or its PACs for the Offer Shares during the Offer Period. In the event the Offeror increases the consideration for the Offer, Holders who have accepted the Offer prior to the revision in the Offer Price will be paid the revised offer price in cash.

7. GENERAL

7.1 All communications, notices, documents and payments to be delivered or sent to the Holders or their designated agents will be sent by ordinary mail to the respective Holders’ registered Malaysian address last maintained with Bursa Depository at their own risk. Non-resident Holders with no registered Malaysian addresses maintained with Bursa Depository who wish to receive communications, notices, documents and payments in relation to the Offer should ensure that they have their foreign mailing addresses changed to a registered Malaysian address. In any event, the Offer Document is made available on the website of Bursa Securities at www.bursamalaysia.com upon issuance.

In the case of Non-Resident Holders, Section 3 of Appendix II will apply.

Unless the contrary is proved, the delivery of the communication, notice, document or payment will be presumed to be effected by properly addressing, prepaying and posting by ordinary mail the communication, notice, document or payment and shall be presumed to have been effected at the time when the communication, notice, document or payment would have been delivered in the ordinary course of the mail.

7.2 The Offer and all acceptances received pursuant to the Offer will be construed under and governed by the laws of Malaysia. The Offeror and the Holders shall submit to the exclusive jurisdiction of the courts of Malaysia in respect of any proceeding brought in relation to the Offer.

7.3 Holders may accept the Offer in respect of all or a part of their Offer Shares. The Holders’ acceptances shall not however exceed their total holding of Offer Shares, failing which the Offeror has the right to treat such acceptances as invalid. Nevertheless, the Offeror also reserves the right to treat any of the Holders’ acceptances exceeding their total holding of Offer Shares as valid to the extent of their holding of Offer Shares.

16 APPENDIX I

OTHER TERMS AND CONDITIONS OF THE OFFER (Cont’d)

7.4 The Form of Acceptance and Transfer which accompanies this Offer Document contains the following:

(i) provisions for the acceptance of the Offer and the transfer of the Offer Shares to the Offeror or its appointed nominees (if any);

(ii) instructions to complete the Form of Acceptance and Transfer; and

(iii) other matters incidental to the acceptance of the Offer and the transfer of the Offer Shares to the Offeror or its appointed nominees (if any).

No acknowledgement of the receipt of the Form of Acceptance and Transfer will be issued.

7.5 All costs and expenses of or incidental to the preparation and posting of the Offer Document (other than professional fees and other costs relating to the Offer incurred by the Offeree) will be borne by the Offeror. Malaysian stamp duty and Malaysian transfer fees, if any, resulting from acceptances of the Offer will also be borne by the Offeror. Accepting Holders, will however, bear all costs incidental to the acceptance of the Offer (other than the aforesaid costs, expenses, Malaysian stamp duty and Malaysian transfer fees, such as postage fee, if any). For the avoidance of doubt, the payment of any transfer fees, taxes, duties, costs, expenses or other requisite payments due in a jurisdiction outside Malaysia or the payment of any levy for the repatriation of capital or income tax shall not be borne by the Offeror.

7.6 Accidental omission to post this Offer Document and the Form of Acceptance and Transfer to any person to whom the Offer is made will not invalidate the Offer in any way.

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17 APPENDIX II

PROCEDURES FOR ACCEPTANCE AND METHOD OF SETTLEMENT

1. PROCEDURES FOR ACCEPTANCE

1.1 Sections 1.1(i) to 1.1(iii) of this Appendix II set out the steps required to be taken by you (either individuals or corporations) to accept the Offer:

(i) Step 1: Obtain transfer documents

(a) The Form of Acceptance and Transfer is enclosed with this Offer Document. You can also obtain a copy from the Registrar, whose contact details are set out in Section 1.10 of this Appendix II. You may also download the Form of Acceptance and Transfer from the website of Bursa Securities at www.bursamalaysia.com.

(b) Obtain the Bursa Depository Transfer Form from your ADA/ADM.

(ii) Step 2: Complete the transfer documents

Offer Shares purchased before the Offer Shares already credited Closing Date but not yet credited into your into your CDS account CDS account as at the Closing Date(1)

(a) Complete and sign the Form of (a) Complete and sign the Form of Acceptance and Transfer.(2) Acceptance and Transfer.(2)

(b) Complete and sign the Bursa Depository Transfer Form according to the instructions printed on the reverse side of the Bursa Depository Transfer Form. Notes:

(1) If you have purchased the Offer Shares before the Closing Date but the Offer Shares have yet to be credited into your CDS account as at the Closing Date, please obtain the contract note from your ADA/ADM as evidence of your beneficial ownership to the Offer Shares as at the Closing Date. You will need to forward the contract note for the Offer Shares to the Registrar and follow the procedures set out in Section 1.1(iii) of this Appendix II if you wish to accept the Offer.

(2) If you are a corporation, you must affix your common seal which must be witnessed in accordance with your constitution or other applicable regulations and signed on your behalf by an authorised officer(s) or attorney(s).

18 APPENDIX II

PROCEDURES FOR ACCEPTANCE AND METHOD OF SETTLEMENT (Cont’d)

(iii) Step 3: Lodging of transfer documents

Offer Shares purchased before the Offer Shares already credited Closing Date but not yet credited into into your CDS account your CDS account as at the Closing Date

(a) Lodge the completed and signed Bursa (a) Lodge the completed and signed Depository Transfer Form with your Form of Acceptance and Transfer ADA/ADM on any Market Day prior to the and the contract note for the Offer Closing Date. The transfer request shall be Shares as evidence of beneficial submitted by 4:00 p.m. (Malaysian time) to ownership with the Registrar at the effect the transfer on the same Market Day address shown in Section 1.10 of provided that the request for the transfer is in this Appendix II by 5:00 p.m. compliance with the directions and Rules of (Malaysian time) on the Closing Bursa Depository. Date.

(b) Send the following to the Registrar at the (b) Once the Offer Shares have been address shown in Section 1.10 of this credited into your CDS account, Appendix II by 5:00 p.m. (Malaysian time) on complete and sign the Bursa the Closing Date: Depository Transfer Form according to the instructions printed on the (I) the completed and signed Form of reverse side of the Bursa Acceptance and Transfer; and Depository Transfer Form and lodge the completed and signed (II) the Depositor’s Copy of the Bursa Bursa Depository Transfer Form Depository Transfer Form duly with your ADA/ADM on any Market verified and acknowledged by your Day. The transfer request shall be ADA/ADM. submitted by 4:00 p.m. (Malaysian time) to effect the transfer on the same Market Day provided that the request for the transfer is in compliance with the directions and Rules of Bursa Depository.

(c) Send the Depositor’s Copy of the Bursa Depository Transfer Form duly verified and acknowledged by your ADA/ADM to the Registrar at the address shown in Section 1.10 of this Appendix II so as to arrive within seven (7) days from the Closing Date.

The Offeror has the right to treat your acceptance as invalid if the Depositor’s Copy of the Bursa Depository Transfer Form is not received by the Registrar within seven (7) days from the Closing Date.

1.2 If you intend to accept the Offer and if for any reason your Depositor’s Copy of the Bursa Depository Transfer Form duly verified and acknowledged by your ADA/ADM and/or other document(s) of title is/are not readily available or lost, you should nevertheless complete and send the Form of Acceptance and Transfer to the Registrar at the address shown in Section 1.10 of this Appendix II by 5:00 p.m. (Malaysian time) on the Closing Date and you should arrange to forward within seven (7) days from the Closing Date the Depositor’s Copy of the Bursa Depository Transfer Form duly verified and acknowledged by your ADA/ADM and/or other document(s) of title to the Registrar.

19 APPENDIX II

PROCEDURES FOR ACCEPTANCE AND METHOD OF SETTLEMENT (Cont’d)

1.3 In such event, the settlement of the consideration in respect of the acceptance of the Offer will not be despatched until the Depositor’s Copy of the Bursa Depository Transfer Form is duly verified and acknowledged by your ADA/ADM and where applicable, other document(s) of title have been received within the aforesaid period of seven (7) days and are confirmed to be in order in all respects, failing which the Offeror has the right to treat such acceptance as invalid.

1.4 You do not need to take any action if you decide not to accept the Offer.

1.5 No acknowledgement of the receipt of the Form of Acceptance and Transfer (or the Depositor’s Copy of the Bursa Depository Transfer Form or other document(s) of title or the relevant contract note for the Offer Shares) will be issued. All acceptances and accompanying documents sent by post are at your own risk.

1.6 If you fail to comply with any of the terms or conditions set out in this Appendix II or the Form of Acceptance and Transfer, the Offeror may, at its discretion, elect to consider whether you have or have not accepted the Offer. The decision of the Offeror is final and binding.

1.7 You may obtain additional copies of the Offer Document and the accompanying Form of Acceptance and Transfer from the office of the Registrar during normal business hours i.e. from 8:30 a.m. to 5:30 p.m. (Malaysian time), on Mondays to Fridays (excluding public holidays), from the Posting Date up to the Closing Date.

1.8 You should address all enquiries concerning the Offer to the Registrar at the address or contact numbers stated in Section 1.10 of this Appendix II.

1.9 Under Section 14(1) of the SICDA, Bursa Securities has prescribed the OldTown Shares as securities required to be deposited into the CDS account. Therefore, all dealings in the Offer Shares that have been deposited into the CDS account will be carried out in accordance with the SICDA and the Rules of Bursa Depository.

1.10 The details of the Registrar, whose business hours are from 8:30 a.m. to 5:30 p.m. (Malaysian time), on Mondays to Fridays (excluding public holidays), are as follows:

Tricor Investor & Issuing House Services Sdn Bhd Unit 32-01, Level 32, Tower A Vertical Business Suite Avenue 3, Bangsar South No. 8, Jalan Kerinchi 59200 Kuala Lumpur

Telephone no. : +603 – 2783 9299 Facsimile no. : +603 – 2783 9222

1.11 Invalid acceptances will be returned by ordinary mail at your own risk within fourteen (14) days after the Closing Date or, where applicable, within fourteen (14) days of receipt of the Depositor’s Copy of the Bursa Depository Transfer Form duly verified by your ADA/ADM and/or other document(s) of title, whichever is later.

20 APPENDIX II

PROCEDURES FOR ACCEPTANCE AND METHOD OF SETTLEMENT (Cont’d)

2. METHOD OF SETTLEMENT

Except with the consent of the SC, and save for the Offeror’s right to reduce the Offer Price as set out in Section 2.1.2 of this Offer Document, settlement of the consideration to which any Holder is entitled under the Offer will be implemented in full in accordance with the terms of the Offer without regards to any lien, right of set-off, counter-claim or other analogous rights to which the Offeror may otherwise be, or claim to be, entitled against a Holder who accepts the Offer. This, however, is without prejudice to the Offeror’s rights to make any claim against a Holder who accepts the Offer after such full settlement in respect of a breach of any of the warranties set out in Section 1 of Appendix I of this Offer Document.

The cash consideration for the Offer Shares will be posted to the accepting Holders within ten (10) days from:

(i) the date the Offer becomes or is declared wholly unconditional, if the acceptances are received during the period when the Offer is still conditional; or

(ii) the date of the acceptances, if the acceptances are received during the period after the Offer is or has become or has been declared wholly unconditional.

This is provided that all such acceptances are deemed by the Offeror to be complete and valid in all respects in accordance with the terms and conditions set out in this Offer Document.

Non-Resident Holders are advised that the settlement for the acceptance of the Offer will be made in RM.

Please refer to Appendix I of this Offer Document for further information on the other terms and conditions of the Offer.

3. NON-RESIDENT HOLDER

All references to “you” in this Section 3 are to a Non-Resident Holder.

This Offer Document and all documents relating to the Offer have not been (and will not be) sent to Non-Resident Holders who do not have an address in Malaysia. If you are a Non-Resident Holder and you wish to receive this Offer Document, you may provide an address in Malaysia to the Registrar for the delivery of the Offer Document. Non-Resident Holders may also collect this Offer Document from the Registrar. The Offeror will not make or be bound to make any enquiry as to whether Non-Resident Holders have a registered address in Malaysia.

Details of the Registrar can be found in Section 1.10 of this Appendix II.

21 APPENDIX II

PROCEDURES FOR ACCEPTANCE AND METHOD OF SETTLEMENT (Cont’d)

3.1 Responsibility of a Non-Resident Holder

(i) The Offer is being made in Malaysia only. The Offer and this Offer Document, together with the Form of Acceptance and Transfer, have not been made to comply with the laws of any countries or jurisdictions other than the laws of Malaysia. Accordingly, you may not treat this Offer Document, the Form of Acceptance and Transfer and/or any other Offer-related documentation as an invitation or offer to sell securities or participate in the Offer in any jurisdiction other than Malaysia.

(ii) You may be subject to or be limited by, the laws and regulations of your relevant jurisdiction in connection with your participation in the Offer.

(iii) You will be solely responsible to satisfy yourself as to the full observance of the laws of your relevant jurisdiction and in Malaysia in relation to the acceptance of the Offer. You are also responsible for obtaining any governmental, exchange control or other consents which may be required and for complying with the necessary formalities and legal and regulatory requirements.

(iv) You will also be solely responsible for the payment of any transfer fees, taxes, duties or other requisite payments due in such jurisdiction. The Offeror, the Ultimate Offeror, the Registrar and CIMB shall be fully indemnified and held harmless by you for any transfer fees, taxes, duties or other requisite payments which you may be required to pay.

(v) You should consult your professional advisers in your relevant jurisdiction on compliance with legal and other applicable requirements in relation to the acceptance of the Offer. Acceptance of the Offer by you shall be deemed to constitute a representation and warranty to the Offeror, the Ultimate Offeror, the Registrar and CIMB that:

(a) you are in full observance of the laws of your relevant jurisdiction and Malaysia;

(b) you have not received copies or originals of this Offer Document, the Form of Acceptance and Transfer or any other Offer-related documentation in, into or from a Restricted Jurisdiction;

(c) you have not, in relation to the Offer or the execution or delivery of the Form of Acceptance and Transfer, utilised, directly or indirectly, the mails or any means or instrumentality (including, without limitation, electronic mail, facsimile transmission, telephone, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facility of a national securities exchange of, any Restricted Jurisdiction;

(d) you are not accepting the Offer from a Restricted Jurisdiction and in accepting the Offer, you are in full compliance with all necessary formalities and legal and regulatory requirements of the relevant jurisdiction; and

(e) you would not cause the Offeror, the Ultimate Offeror, the Registrar and CIMB to be in breach of the laws of the relevant jurisdiction.

22 APPENDIX II

PROCEDURES FOR ACCEPTANCE AND METHOD OF SETTLEMENT (Cont’d)

3.2 Treatment of this Offer Document and/or the Form of Acceptance and Transfer in relation to a Non-Resident Holder

(i) The release, publication or distribution of this Offer Document, the Form of Acceptance and Transfer and/or any other Offer-related documentation in any jurisdiction other than Malaysia may be affected by the laws or regulations of the relevant jurisdiction other than Malaysia. If you wish to accept the Offer, you should observe any applicable legal requirements in your relevant jurisdiction.

(ii) The Offer is not being extended and will not be extended directly or indirectly, in or into, or by use of mails or any means or instrumentality (including, without limitation, electronic mail, facsimile transmission, telephone, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facility of a national securities exchange of, any Restricted Jurisdiction and will not be capable of acceptance by any such use, means, instrumentality or facility or from within such Restricted Jurisdiction (unless otherwise determined by the Offeror). Accordingly, copies of this Offer Document, the Form of Acceptance and Transfer and/or any other Offer-related documentation are not being and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction.

(iii) You (including without limitation, your custodians, nominees and trustees) must not, in relation to the Offer, distribute or send this Offer Document, the Form of Acceptance and Transfer and/or any other Offer-related documentation into any Restricted Jurisdiction. If you or your agent or nominee receives this Offer Document, Form of Acceptance and Transfer and any other Offer-related documentation in such Restricted Jurisdiction where it would or might be in contravention of local laws and regulations, the Offer may be deemed invalid and may not be accepted.

(iv) Your acceptance may be invalid and disregarded unless you have fully complied with the laws of your relevant jurisdiction. If you forward this Offer Document, the Form of Acceptance and Transfer and any other Offer-related documentation into any Restricted Jurisdiction, whether because of a contractual or legal obligation or otherwise, you must inform the recipient of the contents of this Section 3. The Offeror reserves the right to reject a purported acceptance of the Offer from any Non- Resident Holder in any Restricted Jurisdiction.

3.3 Reservation of right over acceptance by a Non-Resident Holder

The Offeror reserves the right, in its absolute discretion, to treat any acceptance as invalid if it believes such acceptance may violate applicable legal or regulatory requirements. However, the Offeror reserves the right to permit your acceptance of the Offer in circumstances in which the Offeror is satisfied that your acceptance will not constitute a breach of any securities or other relevant legislation or impose any obligation on the Offeror not contemplated by the Offer.

3.4 Procedures for acceptance for Non-Resident Holders

Subject to Sections 3.1 to 3.3 of this Appendix II, the procedures for acceptance of the Offer in this Appendix II also apply to you.

3.5 Method of settlement for a Non-Resident Holder

The method of settlement as set out in Section 2 of this Appendix II applies similarly to you.

23 APPENDIX II

PROCEDURES FOR ACCEPTANCE AND METHOD OF SETTLEMENT (Cont’d)

The Offer is made in compliance with the laws of Malaysia only. As such, this Offer Document together with the Form of Acceptance and Transfer, only comply with the laws of Malaysia. The Offeror, the Ultimate Offeror, the Registrar and CIMB shall not accept any responsibility or liability in the event that any acceptance of the Offer by a Non-Resident Holder is or shall become illegal, unenforceable, voidable or void in such countries or jurisdictions outside Malaysia.

Non-Resident Holders should therefore immediately consult their professional advisers in relation to the observance of the above and any other applicable laws. Non-Resident Holders shall be responsible for payment of any levy, fee, commission or cost that may be required in connection with their acceptance of the Offer or remittance of any amount due to them and shall keep the Offeror, the Ultimate Offeror, the Registrar and CIMB indemnified for the payment of such fee or commission. Please refer to Section 3 of this Appendix II for further information.

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24 APPENDIX III(A)

INFORMATION ON THE OFFEROR

1. HISTORY AND BUSINESS

JDE Asia was incorporated as a limited liability company on 28 October 2016 under the laws of Netherlands for the acquisition of Super Group Pte Ltd and its subsidiaries (“Super Group”).

JDE Asia is principally involved in investment holding. The principal activities of its subsidiaries are set out in Section 5 of this Appendix III(A).

2. SHARE CAPITAL

As at the LPD, the issued share capital of JDE Asia is EUR1.00 comprising 1 ordinary share. The ordinary share in JDE Asia shall be defined as “JDE Asia Share”.

As at the LPD, JDE Asia does not have any convertible securities.

3. SHAREHOLDERS

As at the LPD, JDE Asia is a wholly-owned subsidiary of Jacobs Douwe Egberts International B.V. (“JDE International”). The details of JDE International are as follows:

No. of JDE Asia Registration no. Correspondence address Share held % held 60551720 Oosterdoksstraat 80, 1011 DK 1 100.00 Amsterdam, Netherlands

JDE International is a direct wholly-owned subsidiary of Jacobs Douwe Egberts Holdings B.V., which in turn is wholly-owned by JDE. JDE is a substantial operating entity with unaudited net assets of about EUR9.8 billion as at 31 December 2017 and unaudited revenues in excess of EUR5.7 billion for the FYE 31 December 2017. The making of the Offer and its terms have been and/or will be considered by the Boards and management of JDE and JDE Asia, who make and/or will make all key decisions in respect of the commercial terms and conditions of the Offer in addition to other corporate, business and operational matters of JDE Asia.

4. DIRECTORS

The particulars of the Directors of JDE Asia as at the LPD are as follows:

Name and designation Nationality Date of appointment Correspondence address

Fabien Jacques Jérôme French 28 October 2016 Oosterdoksstraat 80 Simon 1011 DK Amsterdam (Director) The Netherlands Joachim Joseph Bruno Belgian 28 October 2016 Oosterdoksstraat 80 Cornelius Creus 1011 DK Amsterdam (Director) The Netherlands Leendert Burgers Dutch 13 January 2017 Oosterdoksstraat 80 (Director) 1011 DK Amsterdam The Netherlands

25 APPENDIX III(A) APPENDIX III(A) APPENDIX III(A) INFORMATION ON THE OFFEROR (Cont’d) APPENDIX III(A) INFORMATION ON THE OFFEROR (Cont’d) INFORMATION ON THE OFFEROR (Cont’d) INFORMATION ON THE OFFEROR (Cont’d)

Name and designation Nationality Date of appointment Correspondence address Name and designation Nationality Date of appointment Correspondence address NameLuuk Joseph and designation Hoogeveen NationalityDutch Date13 January of appointment 2017 CorrespondenceOosterdoksstraat 80 address Luuk Joseph Hoogeveen Dutch 13 January 2017 Oosterdoksstraat 80 LuukName(Director Joseph and) designation Hoogeveen DutchNationality 13Date January of appointment 2017 1011OosterdoksstraatCorrespondenceDK Amsterdam 80 address (LuukDirector Joseph) Hoogeveen Dutch 13 January 2017 Oosterdoksstraat1011 DK Amsterdam 80 Luuk(Director Joseph) Hoogeveen Dutch 13 January 2017 Oosterdoksstraat1011 DK Amsterdam 80 (Director) 1011The NetherlandsDK Amsterdam (Director) 1011The NetherlandsDK Amsterdam The Netherlands None of the Directors of JDE Asia hold any JDE Asia Share as Theat the Netherlands LPD. None of the Directors of JDE Asia hold any JDE Asia Share as at the LPD. None of the Directors of JDE Asia hold any JDE Asia Share as at the LPD. None of the Directors of JDE Asia hold any JDE Asia Share as at the LPD. 5. SUBSIDIARIES AND ASSOCIATED COMPANIES 5. SUBSIDIARIES AND ASSOCIATED COMPANIES 5. SUBSIDIARIES AND ASSOCIATED COMPANIES 5. Save SUBSIDIARIES as disclosed AND below, ASSOCIATED JDE Asia has COMPANIES no other subsidiaries or associated companies as at Savethe LPD: as disclosed below, JDE Asia has no other subsidiaries or associated companies as at theSave LPD: as disclosed below, JDE Asia has no other subsidiaries or associated companies as at theSave LPD: as disclosed below, JDE Asia has no other subsidiaries or associated companies as at the LPD: Effective Effective Effectiveequity Effectiveinterestequity Country of Effectiveinterestequity Country of interestequity Company incorporationCountry of interestequity% Principal activities Company incorporationCountry of interest% Principal activities Company incorporationCountry of interest% Principal activities SuperCompany Group Pte Ltd (formerly incorporationSingapore 100.00% InvestmentPrincipal activities holding knownSuperCompany Groupas Super Pte Group Ltd (formerly Ltd) incorporationSingapore 100.00% InvestmentPrincipal activities holding knownSuper Groupas Super Pte Group Ltd (formerly Ltd) Singapore 100.00 Investment holding Superknown Groupas Super Pte Group Ltd (formerly Ltd) Singapore 100.00 Investment holding Subsidiariesknown as Superof Super Group Group Ltd) Pte SubsidiariesLtdknown as Superof Super Group Group Ltd) Pte SubsidiariesLtd of Super Group Pte Ltd LtdSuperSubsidiaries Coffeeof Corporation Super Group Pte Singapore 100.00 Manufacture and distribution of Super Coffee Corporation Singapore 100.00 Manufacture and distribution of PteSuperLtd Ltd Coffee Corporation Singapore 100.00 Manufacturebeverages and and food productsdistribution of SuperPte Ltd Coffee Corporation Singapore 100.00 beveragesManufacture and and food productsdistribution of SuperPte Ltd Coffee Corporation Singapore 100.00 Manufacturebeverages and and food productsdistribution of SuperPte Ltd Investment Holdings Singapore 100.00 Dormantbeverages and food products Super Investment Holdings Singapore 100.00 beveragesDormant and food products SuperPte Ltd Investment Holdings Singapore 100.00 Dormant PteSuper Ltd Investment Holdings Singapore 100.00 Dormant SuperPte Ltd Investment Holdings Singapore 100.00 Dormant SuperPte Ltd Coffeemix (Russia) LLC Russia 100.00 Dormant SuperPte Ltd Coffeemix (Russia) LLC Russia 100.00 Dormant StrategicSuper Coffeemix Marketing (Russia) & Distribution LLC SingaporeRussia 100.00 Dormant PteStrategicSuper Ltd Coffeemix Marketing (Russia) & Distribution LLC SingaporeRussia 100.00 Dormant PteStrategic Ltd Marketing & Distribution Singapore 100.00 Dormant StrategicPte Ltd Marketing & Distribution Singapore 100.00 Dormant PTPte SuperLtd Aneka Foods & Indonesia 100.00 Dormant BeveragesPTPte SuperLtd Aneka Foods & Indonesia 100.00 Dormant BeveragesPT Super Aneka Foods & Indonesia 100.00 Dormant PTBeverages Super Aneka Foods & Indonesia 100.00 Dormant BeecombBeverages Food Industries Pte Ltd Singapore 58.70 Dormant BeecombBeverages Food Industries Pte Ltd Singapore 58.70 Dormant TianjinBeecomb Super Food Lifestyle Industries FoodPte Ltd SingaporePeople’s 50.0058.70 Dormant DevelopmentTianjinBeecomb Super Food LifestyleCo., Industries Ltd (jointFoodPte- Ltd RepublicSingaporePeople’s of 50.0058.70 Dormant TianjinDevelopment Super LifestyleCo., Ltd (jointFood- RepublicPeople’s of 50.00 Dormant vDevelopmententure) Co., Ltd (joint- RepublicChina of DevelopmentTianjinventure) Super LifestyleCo., Ltd (jointFood- RepublicPeople’sChina of 50.00 Dormant venture) (1) China PTDevelopmentventure) Dwisindo Mas Co.,(1) Ltd (joint- RepublicIndonesiaChina of 80.00 Dormant PTventure) Dwisindo Mas(1) IndonesiaChina 80.00 Dormant vPTenture) Dwisindo Mas(1) IndonesiaChina 80.00 Dormant ShantouPT Dwisindo SEZ Mas Perfect(1) Foods IndonesiaPeople’s 80.0058.70 Dormant ShantouPT Dwisindo SEZ Mas Perfect(1) Foods IndonesiaPeople’s 58.7080.00 Dormant Shantou SEZ Perfect(2) Foods People’s 58.70 Dormant IndustriesShantouPT Dwisindo SEZ Co., Mas Perfect Ltd(2) Foods RepublicIndonesiaPeople’s of 58.7080.00 Dormant ShantouIndustries SEZ Co., Perfect Ltd(2) Foods RepublicPeople’s of 58.70 Dormant Industries Co., Ltd(2) RepublicChina of ShantouIndustries SEZ Co., Perfect Ltd(2) Foods RepublicPeople’sChina of 58.70 Dormant Industries Co., Ltd China Super Food Investment(2) RepublicSingaporeChina of 100.00 Investment holding SuperIndustries Food Co., Investment Ltd (3) Singapore 100.00 Investment holding ISupernternational Food Investment Pte Ltd(3) SingaporeChina 100.00 Investment holding ISupernternational Food Investment Pte Ltd(3) Singapore 100.00 Investment holding ISupernternational Food Investment Pte Ltd(3) Singapore 100.00 Investment holding International Pte Ltd(3) (3) SuperSCML FoodOverseas Investment Pte Ltd(3) Singapore 100.00 Investment holding SCMLInternational Overseas Pte LtdPte(3) Ltd(3) Singapore 100.00 Investment holding SCML Overseas Pte Ltd(3) Singapore 100.00 Investment holding SCMLInternational Overseas Pte LtdPte Ltd(3) Singapore 100.00 Investment holding SuperSCML GrandexOverseas Investment Pte Ltd Pte. Singapore 100.00 Investment holding SCMLSuperLtd. (formerly GrandexOverseas known Investment Pte asLtd Super(3) Pte. Singapore 100.00 Investment holding Ltd.Super (formerly Grandex known Investment(3) as SuperPte. Singapore 100.00 Investment holding Ltd.SuperVending (formerly Grandex Pte Ltd) known Investment(3) as SuperPte. Singapore 100.00 Investment holding VendingLtd. (formerly Pte Ltd) known(3) as Super VendingLtd.Super (formerly Grandex Pte Ltd) known Investment(3) as SuperPte. Singapore 100.00 Investment holding Vending Pte Ltd)(3) (3) VendingLtd.Super (formerly Continental Pte Ltd) known Pte as Ltd Super(3) Singapore 100.00 Manufacture and distribution of Super Continental(3) Pte Ltd(3) Singapore 100.00 Manufacture and distribution of Super Continental Pte Ltd(3) Singapore 100.00 Manufacture and distribution of SuperVending Continental Pte Ltd) Pte Ltd(3) Singapore 100.00 Manufacturenon-dairy creamer and distribution of Super Continental Pte Ltd Singapore 100.00 Manufacturenon-dairy creamer and distribution of (3)(3) non-dairy creamer OwlSuper International Continental Pte Pte Ltd Ltd(3) Singapore 100.00 Manufacturenon-dairy creamer and distribution of Owl International Pte Ltd(3) Singapore 100.00 Manufacturenon-dairy creamer and distribution of Owl International Pte Ltd(3) Singapore 100.00 Manufacture and distribution of Owl International Pte Ltd(3) Singapore 100.00 Manufacturebeveragesnon-dairy creamer and and food productsdistribution of Owl International Pte Ltd Singapore 100.00 beveragesManufacture and and food productsdistribution of (3) (3) beverages and food products SuperOwl International U&U (Hong Pte Kong) Ltd Ltd(3) HongSingapore Kong 100.00 DormantManufacture and distribution of Super U&U (Hong Kong) Ltd(3) Hong Kong 100.00 Dormantbeverages and food products Super U&U (Hong Kong) Ltd(3) Hong Kong 100.00 Dormant Super U&U (Hong Kong) Ltd(3) Hong Kong 100.00 Dormantbeverages and food products Super FoodU&U (HongTechnology Kong)Sdn Ltd Bhd HongMalaysia Kong 100.00 DormantInvestment holding, manufacturer (3)Super Food Technology Sdn(3) Bhd Malaysia 100.00 Investment holding, manufacturer Super(3) U&UFood (HongTechnology Kong)Sdn Ltd Bhd HongMalaysia Kong 100.00 DormantInvestmentand supplier holding,of instant mfood,anufacture snacksr (3)Super Food Technology Sdn Bhd Malaysia 100.00 andInvestmentsupplier holding,of instant mfood,anufacture snacksr Super(3) Food Technology Sdn Bhd Malaysia 100.00 andInvestmentsupplier holding,of instant mfood,anufacture snacksr (3) and beveragessupplier of instant food, snacks Super Food Technology Sdn Bhd Malaysia 100.00 andInvestment beveragessupplier holding,of instant mfood,anufacture snacksr (3) and beveragessupplier of instant food, snacks 26 and beverages 26 and beverages 26 26 APPENDIX III(A) APPENDIX III(A) APPENDIX III(A) APPENDIX III(A) INFORMATION ON THE OFFEROR (Cont’d) APPENDIX III(A) INFORMATION ON THE OFFEROR (Cont’d) APPENDIX III(A) INFORMATION ON THE OFFEROR (Cont’d) INFORMATION ON THE OFFEROR (Cont’d) INFORMATION ON THE OFFEROR (Cont’d) Effective Effective Effectiveequity Effectiveinterestequity Country of Effectiveinterestequity Country of Effectiveinterestequity Company incorporationCountry of interestequity% Principal activities Company incorporationCountry of interestequity% Principal activities Company (3) incorporationCountry of interest% Principal activities CompanySCML (Thailand) Co., Ltd(3) incorporationCountryThailand of interest99.90% ManufacturePrincipal activities and distribution of CompanySCML (Thailand) Co., Ltd(3) incorporationCountryThailand of 99.90% ManufacturePrincipal activities and distribution of CompanySCML (Thailand) Co., Ltd(3) incorporationThailand 99.90% ManufacturePrincipal activities and distribution of SCMLCompany (Thailand) Co., Ltd(3) incorporationThailand 99.90% ManufacturebeveragesPrincipal activities and distribution of SCML (Thailand) Co., Ltd(3) Thailand 99.90 beveragesManufacture and distribution of SCML (Thailand) Co., Ltd(3) Thailand 99.90 Manufacturebeverages and distribution of SCML (Thailand) Co., Ltd (4) Thailand 99.90 Manufacturebeverages and distribution of ChangzhouSCML (Thailand) Super Co., Food Ltd Co.,(3) Ltd(4) People’sThailand 100.0099.90 beveragesManufacture and distribution of ChangzhouSCML (Thailand) Super Co., Food Ltd Co., Ltd(4) People’sThailand 100.0099.90 beveragesManufacture and distribution of Changzhou Super Food Co., Ltd(4) People’s 100.00 beveragesManufacture and distribution of Changzhou Super Food Co., Ltd(4) RepublicPeople’s of 100.00 Manufacturebeverages and distribution of Changzhou Super Food Co., Ltd(4) RepublicPeople’s of 100.00 Manufacturebeverages and distribution of Changzhou Super Food Co., Ltd(4) RepublicPeople’sChina of 100.00 Manufacturebeverages and distribution of Changzhou Super Food Co., Ltd(4) RepublicPeople’sChina of 100.00 Manufacturebeverages and distribution of Changzhou Super Food Co., Ltd RepublicPeople’sChina of 100.00 beveragesManufacture and distribution of RepublicChina of beverages Changzhou Super Chartered Food RepublicPeople’sChina of 100.00 Dormantbeverages Changzhou(4) Super Chartered Food People’sChina 100.00 Dormant ChangzhouCo., Ltd (4) Super Chartered Food RepublicPeople’sChina of 100.00 Dormant ChangzhouCo., Ltd (4) Super Chartered Food RepublicPeople’s of 100.00 Dormant ChangzhouCo., Ltd (4) Super Chartered Food RepublicPeople’sChina of 100.00 Dormant ChangzhouCo., Ltd (4) Super Chartered Food RepublicPeople’sChina of 100.00 Dormant Co.,Changzhou Ltd (4) Super Chartered Food RepublicPeople’sChina of 100.00 Dormant Co.,Changzhou Ltd (4) Super Chartered(5) Food RepublicPeople’sChina of 100.00 Dormant SuperCo., Ltd Coffeemix (4) Ltd(5) RepublicMyanmarChina of 60.00 Manufacture and distribution of SuperCo., Ltd Coffeemix Ltd(5) RepublicMyanmarChina of 60.00 Manufacture and distribution of Super Coffeemix Ltd(5) MyanmarChina 60.00 Manufacture and distribution of Super Coffeemix Ltd(5) MyanmarChina 60.00 Manufacturebeverages and distribution of Super Coffeemix Ltd(5) Myanmar 60.00 beveragesManufacture and distribution of Super Coffeemix Ltd(5) Myanmar 60.00 Manufacturebeverages and distribution of Super Coffeemix Ltd (5) Myanmar 60.00 Manufacturebeverages and distribution of Super Coffeemix VietnamLtd(5) Ltd(5) MyanmarVietnam 100.0060.00 beveragesManufacture and distribution of Super Coffeemix VietnamLtd Ltd(5) MyanmarVietnam 100.0060.00 beveragesManufacture and distribution of Super Coffeemix Vietnam Ltd(5) Vietnam 100.00 beveragesManufacture and distribution of Super Coffeemix Vietnam Ltd(5) Vietnam 100.00 Manufacturebeverages and distribution of Super Coffeemix Vietnam Ltd(5) Vietnam 100.00 Manufacturebeverages and distribution of Super Coffeemix Vietnam Ltd(5) Vietnam 100.00 Manufacturebeverages and distribution of Super Coffeemix Vietnam Ltd(5) Vietnam 100.00 Manufacturebeverages and distribution of ChangzhouSuper Coffeemix Super Vietnam Technology Ltd People’sVietnam 100.00 Manufacturebeverages andof cerealdistribution related of Changzhou Super Technology(5) People’s 100.00 Manufacturebeverages of cereal related ChangzhouDevelopment Super Co., LtdTechnology(5) RepublicPeople’s of 100.00 Manufacturebeveragesproducts of cereal related ChangzhouDevelopment Super Co., LtdTechnology(5) RepublicPeople’s of 100.00 Manufactureproducts of cereal related ChangzhouDevelopment Super Co., LtdTechnology(5) RepublicPeople’sChina of 100.00 Manufactureproducts of cereal related ChangzhouDevelopment Super Co., LtdTechnology(5) RepublicPeople’sChina of 100.00 Manufactureproducts of cereal related ChangzhouDevelopment Super Co., LtdTechnology(5) RepublicPeople’sChina of 100.00 Manufactureproducts of cereal related Development Co., Ltd(5) RepublicChina of products DevelopmentSuper Food Specialists Co., Ltd(5) (M) Sdn RepublicMalaysiaChina of 100.00 productsManufacturer and sale of coffee Super(6) Food Specialists (M) Sdn MalaysiaChina 100.00 Manufacturer and sale of coffee SuperBhd(6) Food Specialists (M) Sdn MalaysiaChina 100.00 Manufacturerextract and instant and coffeesale powderof coffee SuperBhd(6) Food Specialists (M) Sdn MalaysiaChina 100.00 Manufacturerextract and instant and coffeesale powderof coffee SuperBhd(6) Food Specialists (M) Sdn Malaysia 100.00 Manufacturerextract and instant and coffeesale powderof coffee SuperBhd(6) Food Specialists (M) Sdn Malaysia 100.00 Manufacturerextract and instant and coffeesale powderof coffee BhdWuxiSuper(6) Super Food FoodSpecialists Technology (M) SdnCo., MalaysiaPeople’s 10100.000.00 extractManufactureManufacturer and instant and coffeesaledistribution powderof coffee of WuxiBhdSuper(6) Super Food FoodSpecialists Technology (M) SdnCo., MalaysiaPeople’s 10100.000.00 ManufactureextractManufacturer and instant and coffeesaledistribution powderof coffee of WuxiBhd(6)(6) Super Food Technology Co., People’s 100.00 Manufactureextract and instant and coffeedistribution powder of WuxiBhdLtd(6) Super Food Technology Co., RepublicPeople’s of 100.00 Manufactureextractnon-dairy and creamer instant and coffeedistribution powder of WuxiLtd(6) Super Food Technology Co., RepublicPeople’s of 100.00 Manufacturenon-dairy creamer and distribution of WuxiLtd(6) Super Food Technology Co., RepublicPeople’sChina of 100.00 Manufacturenon-dairy creamer and distribution of WuxiLtd(6) Super Food Technology Co., RepublicPeople’sChina of 100.00 Manufacturenon-dairy creamer and distribution of WuxiLtd(6) Super Food Technology Co., RepublicPeople’sChina of 100.00 Manufacturenon-dairy creamer and distribution of Ltd(6) RepublicChina of non-dairy creamer LtdSuper(6) Bio-Food Ingredients (M) RepublicMalaysiaChina of 100.00 nonManufacturing-dairy creamer of and dealers in all Super Bio(6)-Food Ingredients (M) MalaysiaChina 100.00 Manufacturing of and dealers in all SuperSdn Bhd Bio(6)-Food Ingredients (M) MalaysiaChina 100.00 Manufacturingkind of botanical of and freeze dealers dried,in all SuperSdn Bhd Bio(6)-Food Ingredients (M) MalaysiaChina 100.00 Manufacturingkind of botanical of and freeze dealers dried,in all SuperSdn Bhd Bio(6)-Food Ingredients (M) Malaysia 100.00 Manufacturingkind of botanical of and freeze dealers dried,in all SuperSdn Bhd Bio(6)-Food Ingredients (M) Malaysia 100.00 Manufacturingkindvacuum of driedbotanical powders,of and freeze dealers spray dried,driedin all SdnSuper Bhd Bio(6)-Food Ingredients (M) Malaysia 100.00 kindvacuumManufacturing of driedbotanical powders,of and freeze dealers spray dried,driedin all SdnSuper Bhd Bio(6)-Food Ingredients (M) Malaysia 100.00 kindvacuumpowders,Manufacturing of dried botanicalbotanical powders,of and freeze liquiddealers spray extract dried,driedin all Sdn Bhd(6) kindvacuumpowders, of dried botanicalbotanical powders, freezeliquid spray extract dried,dried Sdn Bhd andvacuumpowders,kind allof driedrelated botanicalbotanical powders, products freezeliquid spray in extract dried,foodsdried vacuumpowders,and all driedrelated botanical powders, products liquid spray in extract foodsdried andpowders,vacuum beveragesall driedrelated botanical powders, industries products liquid spray in extract foodsdried powders,and beveragesall related botanical industries products liquid in extractfoods andpowders, beveragesall related botanical industries products liquid in extractfoods and beveragesall related industries products in foods Super Continental (Wuxi) Food People’s 100.00 Wholesale,and beveragesall related import industries products and exportin foods of Super Continental (Wuxi) Food People’s 100.00 andWholesale, beverages import industries and export of SuperIngredients Continental Sales and (Wuxi)MarketingFood RepublicPeople’s of 100.00 Wholesale,preand- packedbeverages nonimport industries-dairy and creamerexport and of SuperIngredients Continental(6) Sales and (Wuxi)MarketingFood RepublicPeople’s of 100.00 Wholesale,pre-packed nonimport-dairy and creamerexport and of SuperIngredientsCo., Ltd Continental(6) Sales and (Wuxi)MarketingFood RepublicPeople’sChina of 100.00 Wholesale,preother-packedfood ingredients nonimport-dairy and creamerexport and of IngredientsCo.,Super Ltd Continental(6) Sales and (Wuxi)MarketingFood RepublicPeople’sChina of 100.00 preotherWholesale,-packedfood ingredients nonimport-dairy and creamerexport and of IngredientsCo.,Super Ltd Continental(6) Sales and (Wuxi)MarketingFood RepublicPeople’sChina of 100.00 preotherWholesale,-packedfood ingredients nonimport-dairy and creamerexport and of IngredientsCo., Ltd(6) Sales and Marketing RepublicChina of preother-packedfood ingredientsnon-dairy creamer and IngredientsWuxiCo., Ltd Super(6) SalesFood Technologyand Marketingand RepublicPeople’sChina of 100.00 preResearchother-packedfood andingredientsnon development-dairy creamer of newand WuxiCo., Ltd Super(6) Food Technology(7) and People’sChina 100.00 Researchother food andingredients development of new WuxiInnovationCo., Ltd Super(6) Co., Food Ltd Technology(7) and RepublicPeople’sChina of 100.00 Researchproductsother food andingredients development of new WuxiCo.,Innovation Ltd Super Co., Food Ltd Technology(7) and RepublicPeople’sChina of 100.00 Researchotherproductsfood andingredients development of new WuxiInnovation Super Co., Food Ltd Technology(7) and RepublicPeople’s of 100.00 Researchproducts and development of new WuxiInnovation Super Co., Food Ltd Technology(7) and RepublicPeople’sChina of 100.00 Researchproducts and development of new WuxiInnovation Super Co., Food Ltd Technology(7) and RepublicPeople’sChina of 100.00 Researchproducts and development of new InnovationWuxi Super Co., Food Ltd Technology(7) and RepublicPeople’sChina of 100.00 productsResearch and development of new Innovation Co., Ltd(7) (8) RepublicChina of products SuperInnovation Dairy Co., Sdn Ltd Bhd(8) RepublicMalaysiaChina of 100.00 Dormantproducts SuperInnovation Dairy Co., Sdn Ltd Bhd(8) RepublicMalaysiaChina of 100.00 Dormantproducts Super Dairy Sdn Bhd(8) MalaysiaChina 100.00 Dormant Super Dairy Sdn Bhd(8) MalaysiaChina 100.00 Dormant SuperOwl Food Dairy Manufacture Sdn Bhd(8) (M) Sdn Malaysia 100.00 Dormant SuperOwl (9)Food Dairy Manufacture Sdn Bhd(8) (M) Sdn Malaysia 100.00 Dormant SuperOwl (9)Food Dairy Manufacture Sdn Bhd(8) (M) Sdn Malaysia 100.00 Dormant BhdOwlSuper (9)Food Dairy Manufacture Sdn Bhd (M) Sdn Malaysia 100.00 Dormant OwlBhd (9)Food Manufacture (M) Sdn Malaysia 100.00 Dormant OwlBhd (9)Food Manufacture (M) Sdn(9) Malaysia 100.00 Dormant OwlBhd (9)Food Manufacture (M) Sdn(9) Malaysia 100.00 Dormant OwlBhd (9)InternationalFood ManufactureViet Nam. (M) Sdn Ltd(9) MalaysiaVietnam 100.00 Dormant BhdOwl (9)International Viet Nam. Ltd(9) Vietnam 100.00 Dormant OwlBhd (9)International Viet Nam. Ltd(9) Vietnam 100.00 Dormant OwlBhd International Viet Nam. Ltd(9)(9) Vietnam 100.00 Dormant Owl BeverageInternational SpecialistViet Nam.Pte. Ltd Ltd(9)(9) SingaporeVietnam 100.00 OperationDormant of cafes and Owl BeverageInternational SpecialistViet Nam.Pte. Ltd Ltd(9)(9) SingaporeVietnam 100.00 OperationDormant of cafes and Owl BeverageInternational SpecialistViet Nam.Pte. Ltd Ltd(9)(9) SingaporeVietnam 100.00 OperationDormantmanufacture ofof instant cafesbeveragesand Owl BeverageInternational SpecialistViet Nam.Pte. Ltd Ltd(9) SingaporeVietnam 100.00 OperationmanufactureDormant ofof instant cafesbeveragesand Owl Beverage Specialist Pte. Ltd(9) Singapore 100.00 manufactureOperation ofof instant cafesbeveragesand Owl Beverage Specialist Pte. Ltd(9) Singapore 100.00 Operationmanufacture ofof instant cafesbeveragesand SuperOwl Beverage Coffeemix Specialist MarketingPte.Sdn Ltd (9) SingaporeMalaysia 100.00100.00 manufactureOperationDormant ofof instant cafesbeveragesand Super(10) Coffeemix Marketing Sdn Malaysia 100.00 manufactureDormant of instant beverages BhdSuper(10) Coffeemix Marketing Sdn Malaysia 100.00 Dormantmanufacture of instant beverages SuperBhd(10) Coffeemix Marketing Sdn Malaysia 100.00 Dormantmanufacture of instant beverages SuperBhd(10) Coffeemix Marketing Sdn Malaysia 100.00 Dormant SuperBhd(10) Coffeemix Marketing Sdn(10) Malaysia 100.00 Dormant SuperBhd(10) NHFCoffe Canningemix Marketing Sdn BhdSdn(10) Malaysia 10100.000.00 Dormant SuperBhd(10) NHFCoffe Canningemix Marketing Sdn BhdSdn(10) Malaysia 100.00100.00 Dormant SuperBhd(10) NHF Canning Sdn Bhd(10) Malaysia 100.00 Dormant SuperBhd NHF Canning Sdn Bhd(10)(10) Malaysia 100.00 Dormant Super FoodNHF CanningMarketing Sdn Sdn Bhd Bhd(10)(10) Malaysia 100.00100.00 DormantTrading in food and beverage Super NHFFood CanningMarketing Sdn Sdn Bhd Bhd(10)(10) Malaysia 100100.00.00 TradingDormant in food and beverage Super NHFFood CanningMarketing Sdn Sdn Bhd Bhd(10)(10) Malaysia 100100.00.00 TradingDormant in food and beverage Super NHFFood CanningMarketing Sdn Sdn Bhd Bhd(10) Malaysia 100100.00.00 TradingDormantproducts in food and beverage Super Food Marketing Sdn Bhd(10) Malaysia 100.00 productsTrading in food and beverage Super Food Marketing Sdn Bhd(10) Malaysia 100.00 Tradingproducts in food and beverage Super Food Marketing Sdn Bhd(11) Malaysia 100.00 Tradingproducts in food and beverage Super PowerFood Marketing Station Sdn Sdn Bhd Bhd(11)(10) Malaysia 100.00 productsTradingOperation in of cafefood and beverage Super PowerFood Marketing Station Sdn Sdn Bhd Bhd(11) Malaysia 100.00 productsOperationTrading in of cafefood and beverage Super Power Station Sdn Bhd(11) Malaysia 100.00 productsOperation of cafe Super Power Station Sdn(6) Bhd(11) Malaysia 100.00 Operationproducts of cafe Super FIPower (M) SdnStation Bhd Sdn(6) Bhd(11) Malaysia 100100.00.00 OperationWholesale of andcafe trading of food Super FIPower (M) SdnStation Bhd Sdn(6) Bhd(11) Malaysia 100.00100.00 WholesaleOperation of andcafe trading of food Super FIPower (M) SdnStation Bhd Sdn(6) Bhd(11) Malaysia 100.00100.00 WholesaleOperation of andcafe trading of food Super FIPower (M) SdnStation Bhd Sdn(6) Bhd Malaysia 100.00100.00 WholesaleOperationingredients of andcafe trading of food Super FI (M) Sdn Bhd(6) Malaysia 100.00 Wholesaleingredients and trading of food Super FI (M) Sdn Bhd(6) Malaysia 100.00 Wholesaleingredients and trading of food Super FI (M) Sdn Bhd(6) Malaysia 100.00 Wholesaleingredients and trading of food NingxiaSuper FI (M)Yin SdnOu BhdSuper Lifestyle MalaysiaPeople’s 100.0050.00 DormantingredientsWholesale and trading of food Ningxia Yin (12)Ou Super Lifestyle People’s 50.00 Dormantingredients FoodNingxia Co., Yin Ltd (12)Ou Super Lifestyle RepublicPeople’s of 50.00 Dormantingredients NingxiaFood Co., Yin Ltd (12)Ou Super Lifestyle RepublicPeople’s of 50.00 Dormant NingxiaFood Co., Yin Ltd (12)Ou Super Lifestyle RepublicPeople’sChina of 50.00 Dormant NingxiaFood Co., Yin Ltd (12)Ou Super Lifestyle RepublicPeople’sChina of 50.00 Dormant FoodNingxia Co., Yin Ltd (12)Ou Super Lifestyle RepublicPeople’sChina of 50.00 Dormant FoodNingxia Co., Yin Ltd (12)Ou(13) Super Lifestyle RepublicPeople’sChina of 50.00 Dormant SmartPortFood Co., LtdZapad(12) (13) RepublicRussiaChina of 50.00 Distribution of beverages SmartPortFood Co., LtdZapad(13) RepublicRussiaChina of 50.00 Distribution of beverages SmartPort Zapad(13) RussiaChina 50.00 Distribution of beverages SmartPort Zapad(13) RussiaChina 50.00 Distribution of beverages SmartPort Zapad(13) Russia27 50.00 Distribution of beverages SmartPort Zapad(13) Russia2727 50.00 Distribution of beverages SmartPort Zapad(13) Russia27 50.00 Distribution of beverages SmartPort Zapad Russia27 50.00 Distribution of beverages 27 27 APPENDIX III(A)

INFORMATION ON THE OFFEROR (Cont’d)

Effective equity Country of interest Company incorporation % Principal activities TNBT Company Limited(14) Vietnam 100.00 Distribution of beverages and food products and operation of cafes Super FO Sdn Bhd(11) Malaysia 80.00 Trading of food and beverages

Associated companies of Super Group Pte Ltd Wuxi Tian Feng Food Ingredient People’s 40.00 Manufacture of and distribution of (15) Co Ltd Republic of liquid glucose syrup solid China San Miguel Super Coffeemix Co., Philippines 30.00 Distribution of beverages and Inc. food products Ceres Super Pte Ltd Singapore 40.00 Distribution of beverages

Notes:

(1) Subsidiary of PT Super Aneka Foods & Beverages.

(2) Subsidiary of Beecomb Food Industries Pte Ltd.

(3) Subsidiary of Super Coffee Corporation Pte Ltd.

(4) Subsidiary of Super Food Investment International Pte Ltd, which in turn is a subsidiary of Super Coffee Corporation Pte Ltd.

(5) Subsidiary of SCML Overseas Pte Ltd, which in turn is a subsidiary of Super Coffee Corporation Pte Ltd.

(6) Subsidiary of Super Continental Pte Ltd, which in turn is a subsidiary of Super Coffee Corporation Pte Ltd.

(7) Subsidiary of Wuxi Super Food Technology Co., Ltd, which in turn is a subsidiary of Super Continental Pte Ltd.

(8) Subsidiary of Super Food Specialists (M) Sdn Bhd, which in turn is a subsidiary of Super Continental Pte Ltd.

(9) Subsidiary of Owl International Pte Ltd, which in turn is a subsidiary of Super Coffee Corporation Pte Ltd.

(10) Subsidiary of Super Food Technology Sdn Bhd, which in turn is a subsidiary of Super Coffee Corporation Pte Ltd.

(11) Subsidiary of Super Food Marketing Sdn Bhd, which in turn is a subsidiary of Super Food Technology Sdn Bhd.

(12) Subsidiary of Tianjin Super Lifestyle Food Development Co., Ltd.

(13) Subsidiary of Super Grandex Investment Pte Ltd, which in turn is a subsidiary of Super Coffee Corporation Pte Ltd.

(14) Subsidiary of Super Coffeemix Vietnam Ltd, which in turn is a subsidiary of SCML Overseas Pte Ltd.

(15) Associate of Wuxi Super Food Technology Co., Ltd and Super Continental Pte Ltd.

28 APPENDIX III(A)

INFORMATION ON THE OFFEROR (Cont’d)

6. PROFIT AND DIVIDEND RECORD AND STATEMENT OF ASSETS AND LIABILITIES

JDE Asia is principally involved in investment holding and has completed the acquisition of Super Group on 21 March 2017. JDE Asia has not made any other acquisitions in 2017.

The financial statements of JDE Asia are included in the consolidated financial statements of JDE, following the issuance of a guarantee under Article 403 of Title 9 of Book 2 of the Netherlands Civil Code (“Dutch Civil Code”). As such, JDE Asia does not publish separate financial statements and does not require a separate statutory audit. Accordingly, no consolidated or stand-alone financial information is disclosed for JDE Asia.

As at the LPD, no dividend has been declared by JDE Asia in respect of each of the years ended 31 December 2016 and 31 December 2017.

(The rest of this page has been intentionally left blank)

29 APPENDIX III(B)

INFORMATION ON THE ULTIMATE OFFEROR

1. HISTORY AND BUSINESS

JDE is a privately owned company incorporated on 5 May 2014 under the laws of Netherlands.

JDE has a global coffee and tea business serving consumers in more than 120 countries through brands including Jacobs, Tassimo, Moccona, Senseo, L’OR, Douwe Egberts, Super, Kenco, Pilao and Gevalia. Its retail offering includes products such as roast and ground multi- serve coffee, roast and ground single serve coffee pods and capsules, instant coffee and tea. JDE also offers professional solutions, which include liquid roast products and related coffee machines.

2. SHARE CAPITAL

As at the LPD, JDE has an issued share capital of EUR10,709,093.00, comprising 10,109,094 issued ordinary shares. The ordinary shares in JDE shall be defined as “JDE Shares.”

As at the LPD, JDE does not have any convertible securities.

3. SHAREHOLDERS

As at the LPD, Acorn Holdings B.V. (“Acorn”), a company incorporated in the Netherlands, has an indirect interest of approximately 73.07% in JDE, held through its indirect subsidiaries, Delta Charger HoldCo B.V. and JDE Holdings Minority B.V.

26.35% of JDE is held by Mondelēz Coffee Holdco B.V., which in turn is an indirect subsidiary of Mondelēz International, Inc. (“Mondelēz”), a company listed on the Nasdaq Stock Market. Mondelēz through its subsidiaries manufactures and sells snack food and beverage products to consumers in 165 countries around the world.

Acorn is, in turn, an indirectly held subsidiary of JAB Holding Company s.à.r.l. (“JAB”), a privately held company incorporated in Luxembourg. JAB is focused on long term investments in companies with premium brands, attractive growth and strong margin dynamics. The Reimann family holds, through its corporate vehicles, a controlling interest in JAB.

4. DIRECTORS

The particulars of the Directors of JDE as at the LPD are as follows:

Name and designation Nationality Date of appointment Correspondence address

Frederic Georges Jean Belgian 1 January 2018 Oosterdoksstraat 80 Larmuseau 1011 DK Amsterdam (Director) The Netherlands Anna Magdalena German 8 July 2015 Oosterdoksstraat 80 Kamenetzky-Wetzel 1011 DK Amsterdam (Director) The Netherlands

30 APPENDIX III(B) APPENDIX III(B) INFORMATION ON THE ULTIMATE OFFEROR (Cont’d) INFORMATION ON THE ULTIMATE OFFEROR (Cont’d)

Name and designation Nationality Date of appointment Correspondence address GerhardName and Wilhelm designation Viktor GermanNationality 8Date July of 2015 appointment OosterdoksstraatCorrespondence 80 address GerhardPleuhs Wilhelm Viktor German 8 July 2015 1011Oosterdoksstraat DK Amsterdam 80 Pleuhs (Director) The1011 Netherlands DK Amsterdam (Director) Lambertus Johannes Dutch 13 July 2015 OosterdoksstraatThe Netherlands 80 LambertusHermanus BechJohannest Dutch 13 July 2015 1011Oosterdoksstraat DK Amsterdam 80 Hermanus Becht (Director) The1011 Netherlands DK Amsterdam (Director) Gerd Peter Harf German 13 July 2015 OosterdoksstraatThe Netherlands 80 (Director)Gerd Peter Harf German 13 July 2015 1011Oosterdoksstraat DK Amsterdam 80 (Director) The1011 Netherlands DK Amsterdam Olivier Christian Georges French 13 July 2015 OosterdoksstraatThe Netherlands 80 OlivierGoudet Christian Georges French 13 July 2015 1011Oosterdoksstraat DK Amsterdam 80 Goudet (Director) The1011 Netherlands DK Amsterdam (Director) Byron David Trott American 13 July 2015 OosterdoksstraatThe Netherlands 80 (Director)Byron David Trott American 13 July 2015 1011Oosterdoksstraat DK Amsterdam 80 (Director) The1011 Netherlands DK Amsterdam Alexandre Albert Marcello Belgian 13 July 2015 OosterdoksstraatThe Netherlands 80 AlexandreJoseph van Albert Damme Marcello Belgian 13 July 2015 1011Oosterdoksstraat DK Amsterdam 80 Joseph van Damme (Director) The1011 Netherlands DK Amsterdam (Director) Alejandro Santo Domingo American 13 July 2015 OosterdoksstraatThe Netherlands 80 (Director)Alejandro Santo Domingo American 13 July 2015 1011Oosterdoksstraat DK Amsterdam 80 (Director) The1011 Netherlands DK Amsterdam Brian Gladden American 10 February 2016 OosterdoksstraatThe Netherlands 80 (Director)Brian Gladden American 10 February 2016 1011Oosterdoksstraat DK Amsterdam 80 (Director) The1011 Netherlands DK Amsterdam The Netherlands None of the Directors of JDE hold any JDE Shares as at the LPD. None of the Directors of JDE hold any JDE Shares as at the LPD.

5. SUBSIDIARIES 5. SUBSIDIARIES JDE’s subsidiaries which are generally involved in the coffee and tea business which includes JDEmanufacturing,’s subsidiaries marketing which areand generally selling of involved coffee, tea in theand coffee their related and tea products business are which as follows: includes manufacturing, marketing and selling of coffee, tea and their related products are as follows: Ownership Country of percentageOwnership Company incorporationCountry of percentage% Company incorporation % Café Express Australia Pty Ltd Australia 100.00 Café Express Australia Pty Ltd Australia 100.00 D.E. Holding Asia Pty Ltd Australia 100.00 D.E. Holding Asia Pty Ltd Australia 100.00 D.E. Holding Australia Pty Ltd Australia 100.00 D.E. Holding Australia Pty Ltd Australia 100.00 D.E. Investments Australia Pty Ltd Australia 100.00 D.E. Investments Australia Pty Ltd Australia 100.00 JACOBS DOUWE EGBERTS AU Pty Ltd Australia 100.00 JACOBS DOUWE EGBERTS AU Pty Ltd Australia 100.00 JACOBS DOUWE EGBERTS AT GmbH Austria 100.00 JACOBS DOUWE EGBERTS AT GmbH Austria 100.00 JACOBS DOUWE EGBERTS Bel LLC Belarus 100.00 JACOBS DOUWE EGBERTS Bel LLC Belarus 100.00 D.E. Investments Belgium BVBA Belgium 100.00 D.E. Investments Belgium BVBA Belgium 100.00 JACOBS DOUWE EGBERTS BE BVBA Belgium 100.00 JACOBS DOUWE EGBERTS BE BVBA Belgium 100.00 JACOBS DOUWE EGBERTS PRO BE BVBA Belgium 100.00 JACOBS DOUWE EGBERTS PRO BE BVBA Belgium 100.00 JACOBS DOUWE EGBERTS BR Comercialização de Brazil 100.00 JACOBSCafés Ltda DOUWE EGBERTS BR Comercialização de Brazil 100.00 Cafés Ltda 31 31 31 APPENDIX III(B)

INFORMATION ON THE ULTIMATE OFFEROR (Cont’d) APPENDIX III(B)

INFORMATION ON THE ULTIMATE OFFEROR (Cont’d) Ownership Country of percentage Company incorporation Ownership% Country of percentage Foods Indústria e Comércio Ltda Brazil 100.00 Company incorporation % JACOBS DOUWE EGBERTS BG EOOD Bulgaria 100.00 Foods Indústria e Comércio Ltda Brazil 100.00 JACOBS DOUWE EGBERTS OPS BG EOOD Bulgaria 100.00 JACOBS DOUWE EGBERTS BG EOOD Bulgaria 100.00 JACOBS DOUWE EGBERTS OPS CN Ltd China 65.00 JACOBS DOUWE EGBERTS OPS BG EOOD Bulgaria 100.00 JACOBS DOUWE EGBERTS PRO CN Trading Ltd China 65.00 JACOBS DOUWE EGBERTS OPS CN Ltd China 65.00 JACOBS DOUWE EGBERTS Trading CN Ltd China 65.00 JACOBS DOUWE EGBERTS PRO CN Trading Ltd China 65.00 DECC N.V Curacao 100.00 JACOBS DOUWE EGBERTS Trading CN Ltd China 65.00 JACOBS DOUWE EGBERTS CZ s.r.o Czech Republic 100.00 DECC N.V Curacao 100.00 JACOBS DOUWE EGBERTS OPS CZ s.r.o Czech Republic 100.00 JACOBS DOUWE EGBERTS CZ s.r.o Czech Republic 100.00 Cafax APS Denmark 100.00 JACOBS DOUWE EGBERTS OPS CZ s.r.o Czech Republic 100.00 JACOBS DOUWE EGBERTS DK ApS Denmark 100.00 Cafax APS Denmark 100.00 Courtaulds Textiles Holdings SAS France 100.00 JACOBS DOUWE EGBERTS DK ApS Denmark 100.00 D.E. Investments France S.N.C. France 100.00 Courtaulds Textiles Holdings SAS France 100.00 DEF Finance S.N.C. France 100.00 D.E. Investments France S.N.C. France 100.00 DEF Holding S.N.C. France 100.00 DEF Finance S.N.C. France 100.00 JACOBS DOUWE EGBERTS FR S.N.C France 100.00 DEF Holding S.N.C. France 100.00 JACOBS DOUWE EGBERTS PRO FR S.N.C France 100.00 JACOBS DOUWE EGBERTS FR S.N.C France 100.00 JACOBS DOUWE EGBERTS FR SAS France 100.00 JACOBS DOUWE EGBERTS PRO FR S.N.C France 100.00 Tremplin Team SASU France 100.00 JACOBS DOUWE EGBERTS FR SAS France 100.00 Maison Lyovel SAS France 100.00 Tremplin Team SASU France 100.00 Finap SASU France 100.00 Maison Lyovel SAS France 100.00 Société de Management Lyovel EURL France 100.00 Finap SASU France 100.00 LYOVEL SASU France 100.00 Société de Management Lyovel EURL France 100.00 Lyovel Académie EURL France 100.00 LYOVEL SASU France 100.00 DAREA SAS France 100.00 Lyovel Académie EURL France 100.00 SLG SASU France 100.00 DAREA SAS France 100.00 Tremplin Restauration SASU France 100.00 SLG SASU France 100.00 DICAF EURL France 100.00 Tremplin Restauration SASU France 100.00 PRODIA+ SA France 100.00 DICAF EURL France 100.00 Distribution 2000 SASU France 100.00 PRODIA+ SA France 100.00 SOGEDIA SASU France 100.00 Distribution 2000 SASU France 100.00 CAFEINE SAS France 100.00 SOGEDIA SASU France 100.00 INSTANTS DELICES EURL France 100.00 CAFEINE SAS France 100.00 CAPDA SASU France 100.00 INSTANTS DELICES EURL France 100.00 CAPDA ROANNE EURL France 100.00 CAPDA SASU France 100.00 TD DISTRIBUTION EURL France 100.00 CAPDA ROANNE EURL France 100.00 VILLEPINTE SCI France 100.00 TD DISTRIBUTION EURL France 100.00 ORMES SCI France 100.00 VILLEPINTE SCI France 100.00 DOMART SCI France 100.00 ORMES SCI France 100.00 JACOBS DOUWE EGBERTS Georgia LLC Georgia 100.00 DOMART SCI France 100.00 JACOBS DOUWE EGBERTS Georgia LLC 3232 Georgia 100.00

32 APPENDIX III(B)

INFORMATION ON THE ULTIMATE OFFEROR (Cont’d) APPENDIX III(B)

INFORMATION ON THE ULTIMATE OFFEROR (Cont’d) Ownership Country of percentage Company incorporation Ownership% percentage Jacobs Deutschland Holding GmbH CountryGermany of 100.00 Company incorporation % JACOBS DOUWE EGBERTS DE GmbH Germany 100.00 Jacobs Deutschland Holding GmbH Germany 100.00 JACOBS DOUWE EGBERTS PRO DE GmbH Germany 100.00 JACOBS DOUWE EGBERTS DE GmbH Germany 100.00 JACOBS DOUWE EGBERTS PRO Office DE GmbH Germany 100.00 JACOBS DOUWE EGBERTS PRO DE GmbH Germany 100.00 JACOBS DOUWE EGBERTS Real Estate DE GmbH Germany 100.00 JACOBS DOUWE EGBERTS PRO Office DE GmbH Germany 100.00 JACOBS DOUWE EGBERTS Coffee Trade GR E.P.E Greece 100.00 JACOBS DOUWE EGBERTS Real Estate DE GmbH Germany 100.00 JACOBS DOUWE EGBERTS GR E.P.E Greece 100.00 JACOBS DOUWE EGBERTS Coffee Trade GR E.P.E Greece 100.00 Bonsai Ventures Hong Kong Ltd Hong Kong 65.00 JACOBS DOUWE EGBERTS GR E.P.E Greece 100.00 JACOBS DOUWE EGBERTS HK Ltd Hong Kong 100.00 Bonsai Ventures Hong Kong Ltd Hong Kong 65.00 JACOBS DOUWE EGBERTS HU ZRT Hungary 100.00 JACOBS DOUWE EGBERTS HK Ltd Hong Kong 100.00 JACOBS DOUWE EGBERTS IE Limited Ireland 100.00 JACOBS DOUWE EGBERTS HU ZRT Hungary 100.00 Linnyshaw Insurance Ltd. Isle of Man 100.00 JACOBS DOUWE EGBERTS IE Limited Ireland 100.00 D.E. Holding Italy S.R.L. Italy 100.00 Linnyshaw Insurance Ltd. Isle of Man 100.00 JACOBS DOUWE EGBERTS IT S.r.l. Italy 100.00 D.E. Holding Italy S.R.L. Italy 100.00 JACOBS DOUWE EGBERTS OPS IT S.r.l Italy 100.00 JACOBS DOUWE EGBERTS IT S.r.l. Italy 100.00 12 Oz Coffee Joint S.r.l. Italy 51.00 JACOBS DOUWE EGBERTS OPS IT S.r.l Italy 100.00 JACOBS DOUWE EGBERTS Kazakhstan LLP Kazakhstan 100.00 12 Oz Coffee Joint S.r.l. Italy 51.00 UAB JACOBS DOUWE EGBERTS LT Lithuania 100.00 JACOBS DOUWE EGBERTS Kazakhstan LLP Kazakhstan 100.00 D.E Holding Luxembourg S.à.r.l Luxembourg 100.00 UAB JACOBS DOUWE EGBERTS LT Lithuania 100.00 JACOBS DOUWE EGBERTS MX, S. DE R,L, DE C.V. Mexico 100.00 D.E Holding Luxembourg S.à.r.l Luxembourg 100.00 JACOBS DOUWE EGBERTS MA S.A.R.L.A.U Morocco 100.00 JACOBS DOUWE EGBERTS MX, S. DE R,L, DE C.V. Mexico 100.00 D.E Global Finance B.V. Netherlands 100.00 JACOBS DOUWE EGBERTS MA S.A.R.L.A.U Morocco 100.00 Global Joure Brands B.V. Netherlands 100.00 D.E Global Finance B.V. Netherlands 100.00 JACOBS DOUWE EGBERTS Coffeecompany B.V. Netherlands 100.00 Global Joure Brands B.V. Netherlands 100.00 JACOBS DOUWE EGBERTS CC Holding B.V. Netherlands 100.00 JACOBS DOUWE EGBERTS Coffeecompany B.V. Netherlands 100.00 JACOBS DOUWE EGBERTS Export NL B.V. Netherlands 100.00 JACOBS DOUWE EGBERTS CC Holding B.V. Netherlands 100.00 JACOBS DOUWE EGBERTS Holdings B.V. Netherlands 100.00 JACOBS DOUWE EGBERTS Export NL B.V. Netherlands 100.00 JACOBS DOUWE EGBERTS International B.V. Netherlands 100.00 JACOBS DOUWE EGBERTS Holdings B.V. Netherlands 100.00 JACOBS DOUWE EGBERTS Minority B.V. Netherlands 100.00 JACOBS DOUWE EGBERTS International B.V. Netherlands 100.00 JACOBS DOUWE EGBERTS NL B.V. Netherlands 100.00 JACOBS DOUWE EGBERTS Minority B.V. Netherlands 100.00 JACOBS DOUWE EGBERTS PRO NL B.V. Netherlands 100.00 JACOBS DOUWE EGBERTS NL B.V. Netherlands 100.00 JACOBS DOUWE EGBERTS Treasury B.V. Netherlands 100.00 JACOBS DOUWE EGBERTS PRO NL B.V. Netherlands 100.00 JDE Asia(1) Netherlands 100.00 JACOBS DOUWE EGBERTS Treasury B.V. Netherlands 100.00 Koninklijke Douwe Egberts B.V. Netherlands 100.00 JDE Asia(1) Netherlands 100.00 Hummingbird Coffee Limited New Zealand 100.00 Koninklijke Douwe Egberts B.V. Netherlands 100.00 JACOBS DOUWE EGBERTS NZ Limited New Zealand 100.00 Hummingbird Coffee Limited New Zealand 100.00 Kiwi (Nigeria) Ltd Nigeria 100.00 JACOBS DOUWE EGBERTS NZ Limited New Zealand 100.00 JACOBS DOUWE EGBERTS NORGE AS Norway 100.00 Kiwi (Nigeria) Ltd Nigeria 100.00 Midtunhaugen 6 A/S Norway 100.00 JACOBS DOUWE EGBERTS NORGE AS Norway 100.00 JACOBS DOUWE EGBERTS PL sp. z.o.o Poland 100.00 Midtunhaugen 6 A/S Norway 100.00 JACOBS DOUWE EGBERTS PL sp. z.o.o 3333 Poland 100.00

33 APPENDIX III(B)

INFORMATION ON THE ULTIMATE OFFEROR (Cont’d)

Ownership Country of percentage Company incorporation % JACOBS DOUWE EGBERTS PT, Unipessoal Lda. Portugal 100.00 JACOBS DOUWE EGBERTS RO Srl Romania 100.00 Douwe Egberts Rus LLC Russia 100.00 JACOBS DOUWE EGBERTS Rus LLC Russia 100.00 Sara Lee Singapore Pte Ltd Singapore 100.00 JACOBS DOUWE EGBERTS SK s.r.o. Slovakia 100.00 Sara Lee Slovakia s.r.o. Slovakia 100.00 JACOBS DOUWE EGBERTS ZA (Pty) Ltd South Africa 100.00 JACOBS DOUWE EGBERTS ES S.L.U. Spain 100.00 JACOBS DOUWE EGBERTS OPS S.E. AB Sweden 100.00 JACOBS DOUWE EGBERTS S.E. AB Sweden 100.00 JACOBS DOUWE EGBERTS CH GmbH Switzerland 100.00 JACOBS DOUWE EGBERTS Sourcing CH GmbH Switzerland 100.00 JACOBS DOUWE EGBERTS TH Ltd Thailand 100.00 JACOBS DOUWE EGBERTS TR Gida Ticareti Sanayi Turkey 100.00 Limited Şirketi PrJSC JACOBS DOUWE EGBERTS Ukraina Ukraine 99.94 Courtaulds Textiles (Holdings) Ltd United Kingdom 100.00 Courtaulds Textiles Ltd United Kingdom 100.00 D.E. Finance UK Ltd United Kingdom 100.00 D.E. Holding UK Ltd United Kingdom 100.00 JACOBS DOUWE EGBERTS GB Ltd United Kingdom 100.00 JACOBS DOUWE EGBERTS OPS GB Ltd United Kingdom 100.00 JACOBS DOUWE EGBERTS PRO GB Ltd United Kingdom 100.00 JACOBS DOUWE EGBERTS R&D GB Ltd United Kingdom 100.00 Jacobs Coffee UK Ltd United Kingdom 100.00 New Way Packaged Products Ltd United Kingdom 100.00 Tea Forté Inc United States of 100.00 America

Note:

(1) Please refer to Appendix III(A) for details of the subsidiaries and associated companies of JDE Asia.

34 APPENDIX III(B)

INFORMATION ON THE ULTIMATE OFFEROR (Cont’d)

6. PROFIT AND DIVIDEND RECORD

The profit and dividend record of JDE based on its audited consolidated financial statements for the past three (3) FYE 31 December 2014 to 31 December 2016 and unaudited consolidated financial information for the FYE 31 December 2017 is as follows:

Audited Unaudited FYE 2014 FYE 2015 FYE 2016 FYE 2017 EUR million

Revenue 2,491 3,955 5206 5,779 Profit before tax 190 (234) 217 716 Profit after tax 168 (245)(1) 82 431 Attributable to: Owners of the parent 168 (245)(1) 82 433 Non-controlling interest - - *(2) (2) Exceptional items (184)(3) (278)(4) (149)(5) (168)(6)

Shareholders fund 4,732 9,529 9,703 9,894 Basic EPS (cents) 3,321 Not 812 4,263 meaningful(1) Net dividend per share (EUR) - - 17.25 -

Notes:

(1) On 2 July 2015, JDE acquired the Mondelēz International coffee business, which was consolidated within the Jacobs Douwe Egberts group as of such date. Due the exceptional and non-recurring items arising from the transaction, there was a net loss per JDE Share.

(2) There is a negligible amount of EUR0.4 million loss attributable to a non-controlling interest shareholder for the FYE 31 December 2016.

(3) Exceptional items contain various non-recurring income and expense items. Main items in FYE 31 December 2014 relate to the costs incurred to combine the coffee business of D.E Master Blenders 1753 B.V. (“DEMB”) and Mondelēz which included the restructuring costs, upon the formation of JDE.

(4) Exceptional items for FYE 31 December 2015 contain various non-recurring income and expense items. Main items in FYE 31 December 2015 relate to the costs incurred to combine the coffee business of DEMB and Mondelēz, restructuring costs and mark-to-market results on green coffee futures.

(5) Exceptional items for FYE 31 December 2016 contain various non-recurring income and expense items. Main items in FYE 31 December 2016 relate to the costs incurred for merger and acquisition exercises within the year, infrastructure and information technology (“IT”) integration costs, restructuring costs, mark-to-market results on green coffee futures and costs incurred following the closure of three coffee production factories.

35 APPENDIX III(B)

INFORMATION ON THE ULTIMATE OFFEROR (Cont’d)

(6) Exceptional items for FYE 31 December 2017 contain various non-recurring income and expense items. Main items in FYE 31 December 2017 relate to the costs incurred for merger and acquisition exercises within the year, infrastructure and IT integration costs, restructuring costs, mark-to-market results on green coffee futures and costs incurred on the optimisation of the industrial footprint.

Save for the dividend of EUR175.0 million paid in March 2017 in respect of the FYE 31 December 2016, no other dividend has been declared by JDE in respect of each of the years ended 31 December 2014, 31 December 2015, 31 December 2016 and 31 December 2017.

7. STATEMENT OF ASSETS AND LIABILITIES

The statement of assets and liabilities of JDE based on its audited consolidated statements of financial position as at 31 December 2016 and unaudited consolidated financial information as at 31 December 2017 are set out below:

Audited Unaudited 31 December 31 December 2016 2017 EUR million

ASSETS Non-current assets Property, plant and equipment 1,088 1,252 Goodwill and other intangible assets 15,389 15,927 Deferred income tax assets 421 428 Investments in associates - 7 Income tax receivable - 3 Derivative financial instruments 180 48 Other non-current financial assets 101 104 Retirement benefit asset 314 399 Total non-current assets 17,493 18,168

Current assets Inventories 605 672 Trade and other receivables 671 709 Income tax receivable 5 5 Derivative financial instruments 72 5 Cash and cash equivalents 945 780 Total current assets 2,298 2,171 TOTAL ASSETS 19,791 20,339

36 APPENDIX III(B)

INFORMATION ON THE ULTIMATE OFFEROR (Cont’d)

Audited Unaudited 31 December 31 December 2016 2017 EUR million EQUITY AND LIABILITIES Equity attributable to owners of the parent Share capital 11 11 Additional paid in capital 9,346 9,354 Other reserves 24 (116) Retained earnings 316 559 Equity attributable to the owners of the parent 9,697 9,808 Non-controlling interest 6 4 Total equity 9,703 9,812

Non-current liabilities Borrowings 5,454 5,894 Retirement benefit obligations 244 195 Deferred income tax liabilities 1,443 1,230 Provisions 58 51 Derivative financial instruments 143 130 Other non-current liabilities 35 32

Total non-current liabilities 7,377 7,532

Current liabilities Borrowings 4 38 Trade and other payables 2,369 2,394 Income taxes payable 171 466 Provisions 126 81 Derivative financial instruments 41 16 Total current liabilities 2,711 2,995 Total liabilities 10,088 10,527 TOTAL EQUITY AND LIABILITIES 19,791 20,339

37 APPENDIX III(B)

INFORMATION ON THE ULTIMATE OFFEROR (Cont’d)

8. MATERIAL CHANGES IN THE FINANCIAL POSITION

As at the LPD, there are no known material changes in the financial position of JDE subsequent to 31 December 2016, being its latest audited financial statement, other than those reflected in the unaudited consolidated financial information as at 31 December 2017. Please refer to Section 7 of this Appendix III(B) for the unaudited consolidated financial information relating to the financial position of JDE as at 31 December 2017.

9. ACCOUNTING POLICIES

The audited consolidated financial statements of JDE for the past three (3) FYE 31 December 2014 to 31 December 2016 and its unaudited consolidated financial information for the FYE 31 December 2017 have been prepared in accordance with the IFRS as issued by the International Accounting Standards Board and in conformity with IFRS as adopted by the European Union and the Dutch Civil Code and there was no audit qualification for JDE’s financial statements for the respective years under review.

There is no change in the accounting policies which would result in a material variation to the comparable figures for the audited consolidated financial statements for the past three (3) FYE 31 December 2014 to 31 December 2016 and its unaudited consolidated financial information for the FYE 31 December 2017, as set out in Sections 6 and 7 of this Appendix III(B).

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38 APPENDIX IV

ADDITIONAL INFORMATION

1. DISCLOSURE OF INTERESTS IN THE OFFEREE

1.1 By the Offeror and the Ultimate Offeror

As at the LPD, the Offeror and the Ultimate Offeror do not have any shareholdings in the Offeree.

1.2 By the directors of the Offeror and the Ultimate Offeror

As at the LPD, the directors of the Offeror and the Ultimate Offeror do not have any shareholdings in the Offeree.

1.3 By persons who have irrevocably committed to accept or reject the Offer

As at the LPD, the Offeror and the Ultimate Offeror have not received any irrevocable undertaking from any Holder to accept the Offer apart from the arrangement entered with the Undertaking Shareholders as set out in Section 3 of this Offer Document.

1.4 By persons who have entered into, or been granted, any option to acquire the Offer Shares

As at the LPD, the Offeror and the Ultimate Offeror have not entered into, or been granted any option to acquire the Offer Shares.

1.5 By persons who have any arrangement over the Offer Shares

As at the LPD, there is no existing or proposed arrangement including any arrangement involving rights over shares, any indemnity arrangement, and any agreement or understanding, formal or informal, of whatever nature, in relation to the Offer Shares which may be an inducement to deal or to refrain from dealing between the Offeror and the Ultimate Offeror and any persons, save for:

(i) the arrangement entered with the Undertaking Shareholders as set out in Section 3 of this Offer Document;

(ii) the good faith fee arrangement as set out in Section 4 of this Offer Document pursuant to an agreement dated 31 October 2017 between the Ultimate Offeror and Old Town International Sdn Bhd, Goh Ching Mun and LSH (both being directors of the Offeree), as subsequently amended and pursuant to a letter of undertaking dated 14 December 2017 by the Offeree to the Offeror; and

(iii) the agreement dated 11 December 2017 between LSH and the Offeror whereby LSH has agreed to procure that OTAP, transfers, novates or assigns the licence agreements in respect of the restaurant business under the brand name of “OldTown White Coffee” in China and Hong Kong in favour of the OldTown Group and terminates the master licence agreement dated 1 July 2009 between Kopitiam Asia Pacific and OTAP without any liability to either party thereto, in each case for no consideration, after the close of the Offer and upon the Offeree’s request.

1.6 Borrowing or lending of the Offer Shares

As at the LPD, the Offeror and the Ultimate Offeror have not borrowed or lent any Offer Shares from or to any Holder.

39 APPENDIX IV

ADDITIONAL INFORMATION (Cont’d)

2. DISCLOSURE OF DEALINGS IN THE OLDTOWN SHARES

As at the LPD, the Offeror and the Ultimate Offeror and the directors of the Offeror and the Ultimate Offeror have not dealt, whether directly or indirectly in the OldTown Shares during the period commencing six (6) months prior to the commencement of the Offer Period up to the LPD.

The dealings of the Undertaking Shareholders and Goh Ching Mun, being a party to the good faith fee arrangement mentioned in Section 1.5 of this Appendix IV, in the OldTown Shares during the period commencing six (6) months prior to the commencement of the Offer Period up to the LPD is as follows:

Dealings Total no. Total no. of of OldTown OldTown Shares Shares Name Date acquired % disposed % Price (RM) Old Town ------International Sdn Bhd

LSH 4 July 2017 - - 10,000 * 2.81 5 July 2017 - - 20,000 * 2.81 6 July 2017 - - 1,500 * 2.82

Mawer Investment 21 September 2017 - - 1,188,600 0.26 2.54 - 2.71 25 September 2017 - - 209,000 0.05 2.58 - 2.66 5 October 2017 - - 492,200 0.11 2.60 - 2.62 6 October 2017 - - 600,000 0.13 2.60 - 2.61 11 October 2017 - - 816,800 0.18 2.62 - 2.63 24 October 2017 - - 400,000 0.09 2.57 25 October 2017 - - 135,700 0.03 2.56 26 October 2017 - - 695,200 0.15 2.56 1 November 2017 - - 273,800 0.06 2.51 - 2.56 2 November 2017 - - 1,354,300 0.29 2.52 - 2.53 10 November 2017 - - 199,300 0.04 2.58 - 2.59 13 November 2017 - - 396,400 0.09 2.55 - 2.58 14 November 2017 - - 160,900 0.03 2.53 16 November 2017 - - 211,600 0.05 2.48 22 November 2017 - - 100,500 0.02 2.48 - 2.49 23 November 2017 - - 92,400 0.02 2.48 24 November 2017 - - 434,600 0.09 2.50 - 2.52

Goh Ching Mun 14 July 2017 - - 1,500 * 2.80 19 July 2017 - - 8,600 * 2.80 30 August 2017 - - 99,900 0.02 2.68

Note:

* Negligible based on the issued share capital of OldTown comprising 463,239,101 Old Town Shares as at the date of disposal.

40 APPENDIX IV

ADDITIONAL INFORMATION (Cont’d)

3. GENERAL DISCLOSURES

3.1 As at the LPD, there is no agreement, arrangement or understanding for any payment or other benefit to be made or given to any director of the Offeree as compensation for loss of office or otherwise in connection with the Offer.

3.2 As at the LPD, save for the arrangements as set out in Section 1.5 of this Appendix IV, there is no agreement, arrangement or understanding that exists between the Offeror and the Ultimate Offeror or their PACs and any of the existing directors or recent directors (being such person who was, during the period of six (6) months prior to the beginning of the Offer Period, a director) of the Offeree or any existing Holders or recent Holders (being such person who was, during the period of six (6) months prior to the beginning of the Offer Period, a shareholder) of the Offeree having any connection with or dependence upon the Offer.

3.3 As at the LPD, there is no agreement, arrangement or understanding whereby any of the Offer Shares acquired by the Offeror and the Ultimate Offeror pursuant to the Offer will be transferred to any person.

3.4 All of the Offer Shares validly accepted under the Offer will be registered in the name of JDE Asia and/or its appointed nominees, if any.

3.5 The Offeror and the Ultimate Offeror are not aware of any material change to the financial position or prospects of the Offeree since the date of the last statement of financial position of the Offeree for the FYE 31 March 2017.

4. CONSENTS

CIMB, the Registrar and the Independent Adviser have given, and have not subsequently withdrawn their written consents to the inclusion in this Offer Document, of their names and all references to them, in the form and context in which they appear in this Offer Document.

5. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection at the Registrar’s office during business hours from 8:30 a.m. to 5:30 p.m. (Malaysian time), on Mondays to Fridays (except public holidays) from the Posting Date up to and including the Closing Date:

(i) the Notice;

(ii) a copy of the letter from the SC dated 13 February 2018 in relation to the Offer Document; and

(iii) the letters of consent referred to in Section 4 of this Appendix IV.