Wilmar International : Notification of Changes to Wilmar Subsidiaries, Joint Venture Companies and Associated Companies

5/24/2018

Asset Acquisitions and Disposals::Notification of changes to subsidiaries, joint venture companies and associated companies

Asset Acquisitions and Disposals::Notification of changes to subsidiaries, joint venture companies and associated companies

Issuer & Securities

Issuer/ Manager	WILMAR INTERNATIONAL LIMITED
Securities	WILMAR INTERNATIONAL LIMITED - SG1T56930848 - F34
Stapled Security	No

Announcement Details

Announcement Title	Asset Acquisitions and Disposals
Date & Time of Broadcast	24-May-2018 17:21:00
Status	New
Announcement Sub Title	Notification of changes to subsidiaries, joint venture companies and associated companies
Announcement Reference	SG180524OTHRTO8S
Submitted By (Co./ Ind. Name)	Teo La-Mei
Designation	Company Secretary
Description (Please provide a detailed description of the event in the box below)	Please see attached announcement.

Attachments

Notification of changes to WIL Subs_JV Cos_Asso Cos dd 24 May 2018.pdf Total size =34K

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WILMAR INTERNATIONAL LIMITED (Incorporated in the Republic of Singapore) (Company Registration No. 199904785Z)

ANNOUNCEMENT

Wilmar International Limited (the "Company" or "Wilmar") wishes to announce the following: Establishment of subsidiaries

• 1. PT Wilmar Padi Indonesia (Indonesia Subsidiary)

  PT Wilmar Padi Indonesia ("PT WPI") is a direct 95% owned subsidiary of PT Sentratama Niaga Indonesia, which is in turn, a wholly-owned subsidiary of Wilmar. The remaining 5% equity interest of PT WPI is held directly by Wilmar. PT WPI will have an issued capital of IDR84 billion. The principal activities of PT WPI will be rice milling and trading in rice products.

• 2. Yihai Kerry (Chaozhou) Feed Protein Development Co., Ltd (China Subsidiary)

  Yihai Kerry (Chaozhou) Feed Protein Development Co., Ltd ("YKC Feed Protein") is an indirect wholly-owned subsidiary of Yihai Kerry Investments Co., Ltd ("YKI"), which is in turn, an indirect wholly-owned subsidiary of Wilmar. YKC Feed Protein has a registered capital of RMB300 million. YKC Feed Protein will engage in crushing of oilseeds.

• 3. Yihai Kerry (Chaozhou) Foods Industries Co., Ltd (China Subsidiary)

  Yihai Kerry (Chaozhou) Foods Industries Co., Ltd ("YKC Foods Industries") is an indirect wholly-owned subsidiary of YKI. YKC Foods Industries has a registered capital of RMB270 million. YKC Foods Industries will engage in milling and packaging of flour and rice and the processing of sugar.

• 4. Yihai Kerry (Chaozhou) Oils & Fats Industries Co., Ltd (China Subsidiary)

  Yihai Kerry (Chaozhou) Oils & Fats Industries Co., Ltd ("YKC Oils & Fats") is an indirect wholly-owned subsidiary of YKI. YKC Oils & Fats has a registered capital of RMB150 million. YKC Oils & Fats will engage in refining, fractionation and packaging of edible oils.

• 5. Yihai Kerry (Zhangjiakou) Foodstuffs Industries Co., Ltd (China Subsidiary)

  Yihai Kerry (Zhangjiakou) Foodstuffs Industries Co., Ltd ("YK Zhangjiakou") is a direct 60% owned subsidiary of YKI. The remaining 40% of the registered capital of YK Zhangjiakou is held by Zhangjiakou Luochuan Tribute Rice Co., Ltd (30%) and Henan Huatai Cereals and Oils Machinery Co., Ltd (10%), parties not related to Wilmar. YK Zhangjiakou has a registered capital of RMB20 million. YK Zhangjiakou will engage in the processing of millet.

Change in shareholding in subsidiary and associated companies

6.

Wilmar Sugar Pte. Ltd. (Singapore Subsidiary)

Wilmar Sugar Holdings Pte. Ltd. ("WSHPL"), a direct wholly-owned subsidiary of Wilmar, held an 83.245% equity interest in Wilmar Sugar Pte. Ltd. ("WSPL"). WSHPL has increased its equity interest in WSPL from 83.245% to 83.46% by acquiring 0.215% from the estate of a former employee of WSPL. The total consideration for the acquisition of 86,144 ordinary shares (representing 0.215% of the total issued and paid-up share capital of WSPL) was US$467,761.92, which was arrived at on a willing-seller, willing-buyer basis. Following the completion of the abovementioned acquisition by WSHPL, WSPL is now an indirect 83.46% owned subsidiary of Wilmar.

WILMAR INTERNATIONAL LIMITED

Announcement - Notification of changes to subsidiaries, joint venture companies and associated companies (continued)

7.

Repi Soap and Detergent Share Company (Ethiopia Associated Company) Repi Wilmar Industries Share Company (Ethiopia Associated Company)

Wilmar previously held an effective 50% equity interest in both Repi Soap and Detergent Share Company ("RSDSC") and Repi Wilmar Industries Share Company ("RWISC") through its subsidiaries and joint venture company. The other remaining 50% equity interest of RSDSC is held by six individual shareholders unrelated to Wilmar. Wilmar Ethiopia Holdings Pte. Ltd. ("WEHPL"), a direct wholly-owned subsidiary of Wilmar Resources Pte. Ltd., which is in turn a direct wholly-owned subsidiary of Wilmar, has acquired the following interests in RSDSC and RWISC for a total consideration of Ethiopian Birr (ETB) 275,736,500 (approximately equivalent to US$10,120,000):

(a)

150,746 ordinary shares (equivalent to a 26.643% interest) in RSDSC from Mr. Sabir Argaw Beshir, one of the six individuals who are not related to Wilmar; and

(b) 636 ordinary shares (equivalent to a 31.8% interest) in RWISC from Mr. Sabir Argaw Beshir, one of the six individuals who are not related to Wilmar.

The consideration was arrived at on a willing-seller, willing-buyer basis. Following the completion of the abovementioned acquisitions by WEHPL, RSDSC (76.643%) and RWISC (81.8%) are now indirect owned subsidiaries of Wilmar.

Merger of two subsidiaries

8.

Qinhuangdao Goldensea Foodstuff Industries Co., Ltd and Yihai Kerry (Qinhuangdao)

Protein Industries Co., Ltd (China Subsidiaries)

Qinhuangdao Goldensea Foodstuff Industries Co., Ltd ("QHD Goldensea") and Yihai Kerry (Qinhuangdao) Protein Industries Co., Ltd ("YK QHD"), which are both indirect wholly-owned subsidiaries of YKI, were merged in May 2018 (the "Merger"). Following the completion of the Merger, QHD Goldensea is the surviving company and YK QHD has ceased to exist. The principal activities of QHD Goldensea, namely, the processing of protein, refining and packaging of edible oils, remain unchanged.

Cessation of subsidiaries

• 9. Hebei Yihai Angenuo Agrochemical Co., Ltd (China Subsidiary)

  YKI has disposed of its entire 100% interest in the registered capital of Hebei Yihai Angenuo Agrochemical Co., Ltd ("Hebei Yihai Angenuo") to Hebei Herun Biotechnology Co., Ltd, a party not related to Wilmar, for a total consideration of RMB888,631. The consideration was arrived at on a willing-seller, willing-buyer basis. Accordingly, Hebei Yihai Angenuo has ceased to be a subsidiary of Wilmar. Hebei Yihai Angenuo has changed its name to Hebei Nongxin Angenuo Agrochemical Co., Ltd.

• 10. PT Tritunggal Sentra Buana (Indonesia Subsidiary)

  PT Tritunggal Sentra Buana ("PT TSB") was a direct 50% owned subsidiary of Wilmar Plantations (Mauritius) Limited ("WPML"), which is in turn, a direct wholly-owned subsidiary of Wilmar. WPML has disposed of its entire 50% equity interest in PT TSB to Achieve Goals Limited, which is not related to Wilmar, for a total consideration of US$10,903,000. The consideration was arrived at on a willing-seller, willing-buyer basis. Following the completion of the abovementioned disposal by WPML, PT TSB has ceased to be a subsidiary of Wilmar.

Commencement of member's voluntary liquidation of subsidiaries

11.

Analisa Shipping Co Pte Ltd (Singapore subsidiary)

Analisa Shipping Co Pte Ltd ("Analisa") is a direct wholly-owned subsidiary of Wilmar Ship Holdings Pte. Ltd., which is in turn, a direct wholly-owned subsidiary of Wilmar. Analisa, which ceased operations in November 2016, was placed under member's voluntary liquidation in May 2018.

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WILMAR INTERNATIONAL LIMITED

Announcement - Notification of changes to subsidiaries, joint venture companies and associated companies (continued)

12.

Sabrina Shipping Co Pte. Ltd. (Singapore subsidiary)

Sabrina Shipping Co Pte. Ltd. ("Sabrina") is a direct wholly-owned subsidiary of Wilmar Ship Holdings Pte. Ltd., which is in turn, a direct wholly-owned subsidiary of Wilmar. Sabrina, which ceased operations in September 2016, was placed under member's voluntary liquidation in May 2018.

Commencement of members' voluntary liquidation of joint venture company

13.

Flex Biofuels Pty Limited (Australia joint venture company)

Flex Biofuels Pty Limited ("Flex") is a 50:50 joint venture company between Lence Pte. Ltd. ("Lence") and Graincorp Commodity Management Pty Ltd. Lence is a direct wholly-owned subsidiary of Wilmar. Flex, which ceased operations in March 2015, was placed under members' voluntary liquidation in May 2018.

Issued by

WILMAR INTERNATIONAL LIMITED 24 May 2018

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