WILMAR INTERNATIONAL LIMITED (Incorporated in the Republic of Singapore) (Company Registration No. 199904785Z) ANNOUNCEMENT ________________________________________________________________________ (A) THE PROPOSED ACQUISITION BY WILMAR INTERNATIONAL LIMITED (“WILMAR”) OF WILMAR HOLDINGS PTE LTD’S (“WHPL”) INTERESTS IN ITS SUBSIDIARIES AND ASSOCIATED COMPANIES SAVE FOR ITS INTERESTS IN WILMAR; (B) THE PROPOSED ACQUISITION OF SHARES OWNED BY ARCHER DANIELS MIDLAND ASIA- PACIFIC LIMITED AND/OR ITS AFFILIATED COMPANIES WHERE IT HOLDS SHARES WITH WHPL (COLLECTIVELY THE “PROPOSED IPT ACQUISITIONS”); AND (C) THE PROPOSED ALLOTMENT AND ISSUANCE OF 1,449,722,224 ORDINARY SHARES IN THE CAPITAL OF WILMAR AS CONSIDERATION FOR THE PROPOSED IPT ACQUISITIONS (“CONSIDERATION SHARES”). ________________________________________________________________________ The Board of Directors (the “Directors”) of Wilmar refers to the announcement made on 14 December 2006 in relation to the Proposed IPT Acquisitions. The Directors wish to announce that Wilmar will be holding an Extraordinary General Meeting (“EGM”) on 22 June 2007 to seek shareholders’ approval for the Proposed IPT Acquisitions and the Proposed Issue of Consideration Shares. A circular to shareholders (the “Circular”) containing the details of the Proposed IPT Acquisitions as well as the notice of EGM, has been dispatched to shareholders today. Shareholders who do not receive the Circular within one week from the date hereof should contact the share registrar of Wilmar at the following address: Tricor Barbinder Share Registration Services 8 Cross Street, #11-00 PWC Building Singapore 048424 Tel: 6236 3333 A copy of the Circular is attached to this announcement. By Order of the Board Wilmar International Limited Colin Tan Tiang Soon Company Secretary 7 June 2007 NOTE: CIMB-GK Securities Pte. Ltd. was the financial adviser to the Company in relation to the acquisition of the Wilmar Group. CIRCULAR DATED 7 JUNE 2007 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT AS TO THE COURSE OF ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT, TAX ADVISER OR OTHER PROFESSIONAL ADVISER IMMEDIATELY. Singapore Exchange Securities Trading Limited (“SGX-ST”) assumes no responsibility for the correctness of any of the statements made, reports contained or opinions expressed in this Circular. Approval in-principle granted by the SGX-ST to the Company for the admission of the Consideration Shares and the listing and quotation of such Consideration Shares on the SGX-ST are not to be taken as an indication of the merits of any of the IPT Acquisitions, the Company, its subsidiaries, the Shares or the Consideration Shares. If you have sold or transferred all your shares in Wilmar International Limited, you should immediately forward this Circular, the Notice of Extraordinary General Meeting and the attached Proxy Form immediately to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee. Terms appearing on the cover of this Circular have the same meanings as defined in this Circular. WILMAR INTERNATIONAL LIMITED (Incorporated in the Republic of Singapore) (Company Registration No. 199904785Z) CIRCULAR TO SHAREHOLDERS in relation to (A) THE PROPOSED ACQUISITION BY WILMAR INTERNATIONAL LIMITED (“WILMAR”) OF WILMAR HOLDINGS PTE LTD’S (“WHPL”) INTERESTS IN ITS SUBSIDIARIES AND ASSOCIATED COMPANIES SAVE FOR ITS INTERESTS IN WILMAR; (B) THE PROPOSED ACQUISITION OF SHARES OWNED BY ARCHER DANIELS MIDLAND ASIA-PACIFIC LIMITED AND/OR ITS AFFILIATED COMPANIES IN COMPANIES WHERE IT HOLDS SHARES WITH WHPL; AND (C) THE PROPOSED ALLOTMENT AND ISSUANCE OF 1,449,722,224 ORDINARY SHARES IN THE CAPITAL OF WILMAR AS CONSIDERATION FOR THE PROPOSED ACQUISITIONS. Financial Adviser to Wilmar International Limited CIMB-GK Securities Pte. Ltd. (Incorporated in the Republic of Singapore) (Company Registration No. 198701621D) Independent Financial Adviser to the Independent Directors Deloitte & Touche Corporate Finance Pte Ltd (Incorporated in the Republic of Singapore) (Company Registration No. 200200144N) IMPORTANT DATES AND TIMES Last date and time for lodgement of Proxy Form : 20 June 2007 at 3.00 p.m. Date and time of Extraordinary General Meeting : 22 June 2007 at 3.00 p.m. Place of Extraordinary General Meeting : The Gallery, Level 2 Traders Hotel Singapore 1A Cuscaden Road Singapore 249716 CONTENTS Page DEFINITIONS.................................................................................................................................. 3 LETTER TO SHAREHOLDERS 1. INTRODUCTION ..................................................................................................................7 2. THE IPT ACQUISITIONS...................................................................................................... 9 3. RISK FACTORS .................................................................................................................... 16 4. IN-PRINCIPLE APPROVAL FROM THE SGX-ST ................................................................ 18 5. RATIONALE FOR THE IPT ACQUISITIONS ........................................................................ 18 6. INFORMATION ON THE IPT ASSETS ................................................................................ 19 7. FINANCIAL EFFECTS .......................................................................................................... 30 8. RESULTING SHAREHOLDINGS OF WILMAR FOLLOWING THE IPT ACQUISITIONS AND THE ENTIRE KG MERGER ........................................................................................ 33 9. INTERESTS OF THE DIRECTORS AND SUBSTANTIAL SHAREHOLDERS OF WILMAR .......................................................................................................................... 36 10. OTHER INTERESTED PERSON TRANSACTIONS ............................................................ 36 11. INDEPENDENT FINANCIAL ADVISER’S OPINION ............................................................ 37 12. AUDIT COMMITTEE’S STATEMENT.................................................................................... 37 13. DIRECTORS’ RECOMMENDATION .................................................................................... 37 14. EXTRAORDINARY GENERAL MEETING............................................................................ 37 15. ACTION TO BE TAKEN BY SHAREHOLDERS.................................................................... 38 16. DIRECTORS’ RESPONSIBILITY STATEMENT.................................................................... 38 17. FINANCIAL ADVISER’S RESPONSIBILITY STATEMENT .................................................. 38 18. MISCELLANEOUS................................................................................................................38 APPENDIX A - LETTER FROM THE INDEPENDENT FINANCIAL ADVISER TO THE INDEPENDENT DIRECTORS ........................................................................................................ 40 APPENDIX B - SUBSIDIARIES AND ASSOCIATED COMPANIES OF THE IPT ASSETS ........ 69 NOTICE OF EXTRAORDINARY GENERAL MEETING ................................................................ 77 PROXY FORM 2 DEFINITIONS The following definitions shall apply throughout unless otherwise stated in this Circular: Companies, Organisations and Agencies “ADM” : Archer Daniels Midland Company “ADML” : Archer Daniels Midland Asia-Pacific Limited “ADM China” : ADM China Holdings Ltd “ADM Group” : ADML and/or its affiliated companies “CIMB” : CIMB-GK and CIMB Investment Bank “CIMB-GK” : CIMB-GK Securities Pte. Ltd. “CIMB Investment Bank” : CIMB Investment Bank Berhad (formerly known as Commerce International Merchant Bankers Berhad) “Company” or “Wilmar” : Wilmar International Limited “Deloitte & Touche Corporate Finance” : Deloitte & Touche Corporate Finance Pte Ltd “Global Cocoa” : Global Cocoa Holdings Ltd “IPT Assets” : Comprise:- (a) WHPL’s interests in its subsidiaries and associated companies (including the Additional IPT Assets as defined in section 2.2.3), save for its interests in Wilmar; (b) shares owned by the ADM Group in these companies where the ADM Group holds shares with WHPL; and (c) shares of ADM China “KOG” : Kuok Oils & Grains Pte Ltd “PGEO” : PGEO Group Sdn Bhd “PPBOP” : PPB Oil Palms Berhad “SGX-ST” : Singapore Exchange Securities Trading Limited “WHPL” : Wilmar Holdings Pte Ltd “WIHL” : Wilmar International Holdings Limited “Wilmar Group” : Wilmar and its subsidiaries “WHPL Group” : WHPL, its subsidiaries and associated companies, including the Wilmar Group and the IPT Assets General “Announcement” : The announcement made by Wilmar on 14 December 2006 in relation to the IPT Acquisitions 3 DEFINITIONS “Board” : The board of Directors of Wilmar “Business Day” : A day (other than a Saturday, Sunday or Singapore public holiday) on which commercial banks are open for business in Singapore “Circular” : This circular dated 7 June 2007 to Shareholders “Companies Act” : Companies Act, Chapter 50 of Singapore “Consideration Shares” : 1,449,722,224 new Wilmar Shares to be issued by Wilmar to satisfy the consideration for the IPT Acquisitions “Controlling Shareholder” : A person who: (a) holds directly or indirectly 15.0% or more of the total votes attached to all voting shares in a company (unless the SGX-ST determines that a person who satisfies this