REPL::Rights::Voluntary

OLAM INTERNATIONAL LIMITED

(Incorporated in the Republic of Singapore)

(Company Registration Number: 199504676H)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, EUROPEAN ECONOMIC AREA, THE UNITED KINGDOM, CANADA, JAPAN OR AUSTRALIA

ANNOUNCEMENT

PROPOSED RENOUNCEABLE UNDERWRITTEN RIGHTS ISSUE

1. INTRODUCTION
   The directors (the "Directors", and the board of Directors, the "Board") of Olam International Limited (the "Company", and together with its subsidiaries, the "Group") wish to announce that the Company is proposing to undertake a renounceable underwritten rights issue of 481,364,524 new ordinary shares in the capital of the Company (the "Rights Shares") at an issue price of S$1.25 for each Rights Share (the "Issue Price") to raise gross proceeds of approximately S$601.7 million (the "Gross Proceeds"), on the basis of three (3) Rights Shares for every twenty (20) existing ordinary shares (the "Shares") held by the shareholders of the Company (the "Shareholders") who are eligible to participate in the Rights Issue as at the record date (the "Record Date"), fractional entitlements to be disregarded (the "Rights Issue").
2. DETAILS OF THE RIGHTS ISSUE

2.1 The principal terms of the Rights Issue are summarised below.

Principal Terms of the Rights Issue	Description
Price	S$1.25 for each Rights Share, payable in
	full upon acceptance and/or application.
Discount (specifying benchmarks and	The Issue Price of S$1.25 for each Rights
periods)	Share represents a discount of
	approximately:
	(a)	26.90%	to the	closing	price of
		S$1.71 per Share quoted on the
		SGX-ST (as defined herein) on 21
		June 2021; and
	(b)	24.24% to the theoretical ex-rights
		price of S$1.65 per Share.
Allotment Ratio	The Rights Issue will be made on a
	renounceable	basis	to	Entitled
	Shareholders (as defined herein) on the
	basis of three (3) Rights Shares for every
	twenty (20) existing Shares held by Entitled

Shareholders as at the Record Date, fractional entitlements to be disregarded.

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Use of Proceeds	Based on the Issue Price, the Rights Issue
	will raise Gross Proceeds of approximately
	S$601.7 million.
	The net proceeds from the Rights Issue,
	after deducting the rights issue
	commission and other estimated fees and
	expenses (including professional fees and
	expenses) incurred in connection with the
	Rights Issue, will amount to approximately
	S$597.9 million (the "Net Proceeds").
	Please refer to paragraph 4 below for the
	use of the Net Proceeds.
Purpose of Issue	The Company is undertaking the Rights
	Issue to partially repay the 2-year
	committed loan facility aggregating US$1.0
	billion and the accrued interest thereon,
	which was arranged and secured by Olam
	Holdings B.V., a wholly-owned subsidiary
	of the Company, to finance the acquisition
	of OT Holdings Corp., in order to
	strengthen the Company's balance sheet,
	enhance its credit profile and provide
	financial flexibility to capture further growth
	opportunities in line with the Company's
	strategic plan. Please refer to paragraph 3
	below for further details.

1. The Rights Shares are payable in full upon acceptance and/or application and will, upon allotment and issue, rank pari passu, in all respects with the then existing Shares, except that they will not rank for any dividends, rights, allotments or other distributions, the record date for which falls before the date of allotment and issue of the Rights Shares.
2. The Board also wishes to announce that the Company has obtained the approval in-principle (the "AIP") from the Singapore Exchange Securities Trading Limited (the "SGX-ST") on 21 June 2021 for the listing of, dealing in and quotation of the Rights Shares on the Main Board of the SGX-ST, subject to certain conditions, details of which are set out in paragraph 7.2 below. The AIP granted by the SGX-ST is not to be taken as an indication of the merits of the Rights Issue, the Rights Shares, the Company and/or its subsidiaries.
   General Mandate
3. The Rights Issue will be undertaken pursuant to the general share issue mandate (the "General Mandate") granted by Shareholders of the Company pursuant to a resolution passed at the annual general meeting of the Company held on 23 April 2021. The General Mandate authorises the Directors to issue Shares not exceeding 50% of the total number of issued Shares (excluding treasury shares and subsidiary holdings) as at 23 April 2021 (after adjusting for any new Shares arising from the conversion or exercise of any convertible securities or Share options or vesting of Share awards which are outstanding or subsisting at the time, and any subsequent bonus issue, consolidation or sub-division of Shares) (the "Base Figure"), provided that the aggregate number of Shares to be issued other than on a pro rata basis to Shareholders shall not exceed 10% of the Base Figure. The General Mandate continues in force until the conclusion of the next annual general meeting of the Company or the date by which the next annual general meeting of the Company is required by law to be held, whichever is earlier.

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1. As of 23 April 2021, the total number of issued Shares (excluding the 62,251,526 treasury shares and subsidiary holdings) was 3,208,767,131. Between 23 April 2021 and the date of this Announcement, 329,700 Shares in relation to the vesting of share awards were issued. Accordingly, the number of issued Shares after adjustments made pursuant to Rule 806(3) of the listing manual of SGX-ST (the "Listing Manual") is 3,209,096,831. Based on the above, the maximum number of Shares which can be issued pursuant to the General Mandate is 1,604,548,415 and the maximum number of Shares which can be issued otherwise than on a pro rata basis to Shareholders pursuant to the Mandate is 320,909,683. As the issue of 481,364,524 Rights Shares falls within the limits of the General Mandate, the Company will not be seeking specific approval from Shareholders for the Rights Issue.
   Underwriting and Sub-Underwriting of the Rights Issue
2. The Company has appointed BNP Paribas, acting through its Singapore branch, Credit Suisse (Singapore) Limited, DBS Bank Ltd. and The Hongkong and Shanghai Banking Corporation Limited, Singapore Branch as the joint issue managers in respect of the Rights Issue (the "Joint Issue Managers"), and the Joint Issue Managers and Mizuho Securities (Singapore) Pte. Ltd. as the joint underwriters in respect of the Rights Issue (the "Joint Underwriters").
3. The Joint Underwriters have, pursuant to the terms and conditions of a management and underwriting agreement entered into between the Company and the Joint Underwriters on 22 June 2021 (the "Management and Underwriting Agreement"), agreed to underwrite all the Rights Shares available under the Rights Issue at the Issue Price (the "Underwritten Rights Shares"). Pursuant to the Management and Underwriting Agreement, the Company will pay the Joint Underwriters an underwriting commission of 0.37% of the Gross Proceeds.
4. As a result of the entry into the Management and Underwriting Agreement, all of the Rights Shares to be allotted and issued by the Company under the Rights Issue will be fully subscribed and paid for.
5. Breedens Investments Pte. Ltd. ("Breedens"), which is an indirect wholly-owned subsidiary of Temasek Holdings (Private) Limited ("Temasek"), has entered into a sub-underwriting agreement with the Joint Underwriters on 22 June 2021 (the "Sub-Underwriting Agreement"), pursuant to which it will, on the terms and subject to the conditions of the Sub-Underwriting Agreement, subscribe or procure one or more Temasek Companies1 to subscribe for up to 481,364,524 Underwritten Rights Shares at the Issue Price to the extent that such Rights Shares are not successfully subscribed for under the Rights Issue and where successful subscriptions shall include valid acceptances for provisional allotments of Rights Shares and valid subscriptions for excess Rights Shares. Under the terms of the Sub-Underwriting Agreement, no sub-underwriting fees will be paid to Breedens.

3. RATIONALE AND PURPOSE OF THE RIGHTS ISSUE

The Company is undertaking the Rights Issue to partially repay the 2-year committed loan facility aggregating US$1.0 billion and the accrued interest thereon, which was arranged and secured by Olam Holdings B.V., a wholly-owned subsidiary of the Company, to finance the acquisition of OT Holdings Corp. ("Olde Thompson") through the Company's wholly-owned subsidiary, Olam OT Holdings LLC (the "Olde Thompson Acquisition"), in order to strengthen the Company's balance sheet, enhance its credit profile and provide financial flexibility to capture further growth opportunities in line with the Company's strategic plan. The Olde Thompson Acquisition was completed at an enterprise value of US$950.0 million. The Company believes that the Olde Thompson Acquisition is beneficial to the Company and the Group for the following reasons:

• "Temasek Companies" means Temasek's direct and indirect wholly-owned subsidiaries whose board of directors or equivalent governing bodies comprise employees or nominees of (i) Temasek; (ii) Temasek Pte. Ltd. ("TPL") and/or (iii) wholly-owned subsidiaries of TPL.

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1. the Olde Thompson Acquisition provides an opportunity for the acquisition of a leading manufacturer of private label spices, seasonings, baking ingredients and spice-related housewares in the United States;
2. it builds on the Company's two recent acquisitions in the North American spices sector in late 2020 of (1) a United States-based chilli pepper business, and (2) the onion ingredients business, Cascade Specialties, and is expected to accelerate the Company's growth strategy of delivering sustainable, natural, value-added food and beverage ingredients and solutions to its customers; and
3. it provides for multiple synergies as the Olde Thompson Acquisition combines the Group's strengths in global origination and sustainable supply chains with Olde Thompson's capabilities to provide retail spice solutions in order to offer differentiated value to customers.

The Olde Thompson Acquisition was completed on 17 May 2021.

1. USE OF PROCEEDS
   The Company expects to raise Gross Proceeds of approximately S$601.7 million and Net Proceeds of approximately S$597.9 million from the Rights Issue.
   Subject to relevant laws and regulations, the Company intends to repay indebtedness of US$400.0 million arising from the Olde Thompson Acquisition, which is equivalent to approximately S$538.0 million (based on the exchange rate of US$1.00 to S$1.345, or approximately 90.0%) of the Net Proceeds. Assuming S$538.0 million is used to repay indebtedness of US$400.0 million arising from the Olde Thompson Acquisition, the remaining S$59.9 million (or approximately 10.0%) of the Net Proceeds will be used for working capital and general corporate purposes.
   Pending the deployment of the Gross Proceeds for the purposes mentioned above, such Gross Proceeds may be deposited with banks and/or financial institutions, invested in short-term money markets and/or marketable securities, or used for any other purpose on a short-term basis, as the Board may, in its absolute discretion, deem fit.
   The Company will make periodic announcements on the utilisation of the Net Proceeds as and when such funds are materially disbursed and state whether such utilisation of proceeds is in accordance with the stated use and in accordance with the percentage allocation in the announcement of the Company, and where there is any material deviation from the stated use of proceeds, the Company will announce the reasons for such deviation. Where proceeds are to be used for working capital, the Company will disclose a breakdown with specific details on the use of proceeds for working capital in announcements and its annual report. The Company will also provide a status report on the utilisation of the Net Proceeds in the Company's annual report.
2. ELIGIBILITY TO PARTICIPATE IN THE RIGHTS ISSUE

5.1 Entitled Depositors

Entitled Depositors are Depositors 2 with Shares standing to the credit of their securities accounts ("Securities Accounts") with the Central Depository (Pte) Limited ("CDP") as at the Record Date and (a) whose registered addresses with CDP are in Singapore as at the Record Date, or (b) who have, at least three (3) Market Days3 prior to the Record Date, provided CDP with addresses in Singapore for the service of notices and documents, but excluding, subject

• "Depositor" means an account holder or a depository agent, but does not include a sub-account holder.

• "Market Day" refers to a day on which SGX-ST is open for securities trading.

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to certain exceptions, Shareholders located, resident or with a registered address outside Singapore.

Entitled Depositors should note that all notices and documents will be sent to their last registered addresses with CDP. Entitled Depositors are reminded that any request to CDP to update their records or to effect any change in address must reach CDP at 9 North Buona Vista Drive, #01-19/20 The Metropolis, Singapore 138588, at least three (3) Market Days before the Record Date.

1. Entitled Scripholders
   Entitled Scripholders are Shareholders whose share certificates have not been deposited with CDP as well as transferees who have tendered to Boardroom Corporate & Advisory Services Pte. Ltd., the share registrar of the Company (the "Share Registrar") registrable transfers of their Shares and the certificates relating thereto for registration up to the Record Date and (a) whose registered addresses with the Company are in Singapore as at the Record Date, or (b) who have, at least three (3) Market Days prior to the Record Date, provided the Share Registrar with addresses in Singapore for the service of notices and documents, but excluding, subject to certain exceptions, Shareholders located, resident or with a registered address outside Singapore.
   Entitled Scripholders who wish to accept their "nil-paid" rights to subscribe for Rights Shares evidenced by the provisional allotment of Rights Shares ("Nil-Paid Rights") and (if applicable) apply for excess Rights Shares must open Securities Accounts with CDP in their own names if they do not already maintain Securities Accounts, so that the Rights Shares can be credited by CDP to their Securities Accounts. Entitled Scripholders should note that their Securities Accounts will only be credited with the Shares on the 12th Market Day from the date of lodgement of the share certificates with CDP or such later date as CDP may determine.
   Entitled Scripholders should note that all correspondences and notices will be sent to their last registered Singapore mailing addresses with the Share Registrar. Entitled Scripholders are reminded that any request to the Share Registrar to update their records or effect any change in address must reach the Share Registrar, Boardroom Corporate & Advisory Services Pte. Ltd., at 50 Raffles Place, #32-01 Singapore Land Tower, Singapore 048623, at least three (3) Market Days before the Record Date.
2. Entitled Shareholders
   Entitled Depositors and Entitled Scripholders (collectively, "Entitled Shareholders") will be entitled to participate in the Rights Issue and to receive the offer information statement to be lodged with the Monetary Authority of Singapore (the "Offer Information Statement") together with the application and acceptance form for provisional allotments of Rights Shares and excess Rights Shares (the "ARE") or the provisional allotment letter (the "PAL"), as the case may be, at their respective Singapore addresses.
   Entitled Depositors who do not receive the Offer Information Statement and the ARE may obtain them from CDP, the Share Registrar or any stockbroking firm during the period from the date the Rights Issue commences up to the Closing Date. Entitled Scripholders who do not receive the Offer Information Statement and the PAL may obtain them from the Share Registrar during the period from the date the Rights Issue commences up to the Closing Date.
   Entitled Shareholders will be provisionally allotted Rights Shares under the Rights Issue on the basis of their shareholdings in the Company as at the Record Date. Entitled Shareholders will be at liberty to accept (in full or in part), decline, renounce or (in the case of Entitled Depositors only) trade on the SGX-ST during the Nil-Paid Rights trading period prescribed by the SGX-ST) their Nil-Paid Rights and are eligible to apply for additional Rights Shares in excess of their provisional allotments under the Rights Issue.
   Fractional entitlements to the Rights Shares will be disregarded in arriving at the Shareholders' entitlements and will, together with Rights Shares that are not validly taken up by Entitled

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