CORPORATE MILESTONES

The history of Kulim (Malaysia) Berhad (“Kulim” or “the Group”) began over 70 years ago with the incorporation of Kulim Rubber Plantations Ltd (KRPL) in the United Kingdom on 4 July 1933. The year 1947 marked the Group’s humble beginning with an operation of 190 hectares of rubber plantation in the state of Johor, Malaysia. On 16 July 1970, KRPL changed its name to The Kulim Group Limited (KGL) and was listed on the London Stock Exchange (LSE).


CORPORATE HISTORY

THE BEGINNING

1933

Incorporation of Kulim Rubber Plantation Ltd ("KRPL") in the United Kingdom("UK") on 4 July.

1947

KRPL began operations with a 190 hectares rubber plantation in Johor, Malaysia.


"REBRANDING" AND RESTRUCTURING

1970

On 16 July, KRPL changed its name to Kulim Group Limited ("KGL") and listed its shares on London Stock Exchange ("LSE").

1973

KGL’s businesses expanded from oil palm and rubber plantations to include property development in the UK, hotels in the Trinidad and Tobago islands in the Carribean and a rubber plantation in Nigeria.

1975

Incorporation of Kulim (Malaysia) Sdn Bhd on 3 July and was later made public as Kulim (Malaysia) Berhad ("Kulim") on 18 August. On 14 November, Kulim was listed on the Main Board of the Kuala Lumpur Stock Exchange (now known as the Main Market of Bursa Malaysia Securities Berhad).

1976

The Johor State Economic Development Corporation (now known as Johor Corporation or Jcorp) became a shareholder of Kulim.

1977

KGL withdrew from the LSE and became a subsidiary of Kulim. KGL transferred to Kulim all its assets and liabilities and divested its assets in the UK.

1979

Kulim ventured into property development through its wholly-owned subsidiary, Advance Development Sdn Bhd ("ADSB").


CONSOLIDATION AND GROWTH

1980

Kulim disposed Minister Bay Hotel Limited in Trinidad and Tobago.

1982

Kulim disposed Mount Irvine Bay Hotel Limited in Trinidad and Tobago.

1988

Kulim acquired 60% equity in Selai Sdn Bhd.

1989

Kulim acquired Labis Bahru Estate, a 2,110 hectares of oil palm and rubber estate.

1990

Kulim disposed off its entire equity in Waterside Rubber Estates Ltd, Nigeria to focus on its Malaysian plantation.

1993

Kulim acquired 49% equity in Yule Catto Plantations Sdn Bhd, now known as Mahamurni Plantations Sdn Bhd ("MPSB"), which owns 7,033 hectares of oil palm with a palm oil mill and rubber estate.

— 

Kulim acquired 70% equity in Skellerup Industries (Malaysia) Sdn Bhd, a rubber-based products manufacturer.

— 

Kulim constructed the 21-storey modern intelligent building, Menara Ansar, which was completed and launched in 1997.



DIVERSIFYING AND FURTHER GROWTH

1994

Kulim diversified into the oleochemicals business by acquiring 91.38% of Natural Oleochemicals Sdn Bhd ("NatOleo") in July.

— 

The acquisition of MPSB was completed along with Mutiara Estate and Sungai Sembrong Estate.

1995

NatOleo entered into a joint-venture with Stearinerie Dubois Fils, a French company to produce specialty esters. NatOleo took 55% equity in the new company, Dubois-Natural Esters Sdn Bhd ("DNE").

1996

Kulim`s regional expansion began with the acquisition of 90% stake in New Britain Palm Oil Limited ("NBPOL") in Papua New Guinea ("PNG").

— 

Kulim`s subsidiary, Kulim Plantations (Malaysia) Sdn Bhd, ventured into plantations in Indonesia through a 60% stake in PT Padang Bolak Jaya and PT Multrada Multi Maju in Sumatra.

— 

Johor Land Berhad ("JLand") became a subsidiary of Kulim and was subsequently listed on the Main Board of KLSE.

1997

Commissioning of DNE`s ester plant and expansion of fatty acids plant from 45,000 Tonnes Per Annum ("TPA") to 150,000 TPA.

1998

New Britain Nominees Ltd was incorporated by NBPOL as a vehicle for its employees, outgrowers and traditional landowners to acquire NBPOL`s shares and allowing them to participate in NBPOL`s future growth and prosperity.

— 

NBPOL Foundation was established to assist communities in West New Britain, PNG in the fields of health and education.

— 

NBPOL was successfully admitted to Port Moresby Stock Exchange, PNG.

2000

Kulim acquired the remaining 40% stake in Selai Sdn Bhd.

— 

Commissioning of NBPOL`s fourth mill, Numundo Palm Oil Mill and construction of Kumbango Palm Oil Refinery with a capacity of 100,000 TPA.

2001

Kulim disposed off 3,104 acres of land in Ulu Tiram Estate for RM 313.7 million.

2004

Kulim made an entry into Kalimantan, Indonesia when it acquired 100% equity in EPA Management Sdn Bhd ("EPA").

— 

Kulim acquired 92.99% stake in Kumpulan Bertam Plantations Berhad, injecting an additional 1,016 hectares of plantation lands into the Group.

— 

NBPL entered into agreement for the formation of Guadalcanal Plains Palm Oil Limited ("GPPOL"), a company incorporated in the Solomon Islands with NBPOL holding 80% equity.

Kulim entered into a joint-venture with TopPlant Laboratories Sdn Bhd, to own 60% equity in the new company, Kulim TopPlant Sdn Bhd, for the production of high-yielding oil palm clones using tissue culture technology.

2005

Kulim purchased 52% stake in QSR Brands Bhd ("QSR"), the operator of Pizza Hut and the controlling shareholder of KFC Holdings (Malaysia) Bhd ("KFCH").

Expansion of NatOleo`s fatty acids production capacity from 150,000 TPA to 380,000 TPA.

2006

Kulim completed a capital distribution-in-specie of its entire holding of JLand shares in March, signalling the Group`s exit from the property business.

Kulim divested all of the Group`s plantation in Sumatera in March.

— 

In June, Kulim completed the acquisition of QSR when it gained control over the QSR Board at an Extraordinary General Meeting ("EGM") of the company.

2007

Secondary listing of NBPOL in the LSE in December for realisation of NBPOL`s true earnings potential in the trading market.

— 

Divestment of Kalimantan plantations in August, marking the Group`s exit from plantation operations in Indonesia.


SUSTAINABLE GROWTH

2008

Sindora became a 77%-owned subsidiary of Kulim in May, adding plantation land and bringing in a number of Intrapreneur Venture ("IV") companies into the Group.

— 

In October, NBPOL acquired 100% stake in Ramu Agri-Industries Limited ("Ramu"), PNG, further expanding the Group`s landbank to 124,833 hectares.

— 

NBPOL became one of the first plantation companies to receive Roundtable on Sustainable Palm Oil ("RSPO") certification in September.

— 

Construction commenced for NBPOL`s 200,000 TPA refinery plant in UK.

— 

Expansion of QSR into Cambodia for KFC restaurants.

2009

Official RSPO certification was accorded to Kulim-owned plantations in Malaysia in January.

— 

In January, QSR increased its shareholdings in KFCH to 50.25% and KFCH became a subsidiary of QSR.

— 

Estate swap with Sime Darby Plantations Sdn Bhd ("SDP") in September, involving Sindora`s Sungai Simpang Kiri Estate and SDP`s Sungai Tawing Estate, to realise potential rationalisation benefits of their respective locations.

— 

Sindora and its subsidiary, E.A. Technique (M) Sdn Bhd acquired 20% and 18% respectively, of Orkim Sdn Bhd ("Orkim"), increasing its tanker fleet, bringing along charter contracts with major oil companies.

— 

KFCH received the franchise rights to operate KFC restaurants in Mumbai and Pune, India.

2010

In April, NBPOL acquired 80% stake in CTP (PNG) Ltd (now known as Kula Palm Oil Limited), bringing in additional 26,000 hectares of plantation land to the Group`s landbank.


Completion of equity swap in Nexsol (S) Pte Ltd and Nexsol (M) Sdn Bhd between Kulim and Peter Cremer (Singapore) GmBH in April. Following the exercise, Nexsol (M) Sdn Bhd became a 100% subsidiary of Kulim, while at the same time Nexsol (S) Pte Ltd ceased to be an associate of Kulim.

— 

In May, NBPOL officially launched its refinery in Liverpool.

NBPOL`s subsidiary, Ramu, was officially accorded with RSPO certification in August.

— 

In September, Kulim concluded the disposal of NatOleo and its subsidiaries, marking the Group`s exit from the oleochemicals business.



ENTERING NEW DIMENSION

2011

Kulim completed its capital restructuring exercise, involving a share split, bonus shares and free warrants in March.

— 

Kulim acquired six (6) parcels of oil palm estates measuring approximately 13,687 hectares and two (2) palm oil mills from Jcorp.

— 

Sindora became a wholly-owned subsidiary of Kulim and delisted from the official list of Bursa Malaysia Securities Berhad effective 30 November 2011.

2012

Kulim`s shareholding in NBPOL diluted to 48.97% in May pursuant to the issuance of new shares to the minority shareholders of KPOL to streamline the shareholding structure of KPOL. However, NBPOL is still consolidated as a subsidiary pursuant to FRS 10: Consolidated Financial Statements.

— 

Kulim, via Sindora, completed the disposal of Metro Parking (Malaysia) Sdn Bhd Group to Damansara Realty Berhad.

2013

The disposal of business and undertakings by QSR and KFCH was concluded in January 2013. Both companies were delisted from the official list of Bursa Malaysia Securities Berhad effective 7 February 2013.

In April, Kulim via Sindora, completed the disposal of Orkim Sdn Bhd to GMV-Orkim Sdn Bhd.

— 

Kulim acquired 60% of Danamin (M) Sdn Bhd, a company involved in Oil & Gas (“O&G”) servicing activities in June 2013.

— 

Kulim launched the Proposed Partial Offer of up to 20% of NBPOL in June 2013. The proposed Partial Offer was subsequently announced as lapsed on 5 September 2013.

— 

On 3 October 2013, Kulim entered into the Conditional Sale and Purchase Agreement ("CSPA") with PT Graha Sumber Berkah (“PT GSB”) for the acquisition of up to 75% stake in PT Wisesa Inspirasi Nusantara (“PT WIN”), which will give it control over approximately 40,000 hectares of oil palm estate in Central Kalimantan.

2014

On 2 May, Kulim converted the Irredeemable Convertible Cumulative Unsecured Loan Securities (“ICCULS”) in Asia Economic Development Fund Limited (“AEDFL”) and capitalized accumulated interest into ordinary shares of AEDFL, which entailed AEDFL to become a 54.21% owned subsidiary of Kulim.

— 

Kulim via its wholly-owned subsidiary company Kulim Energy Nusantara Sdn Bhd (“KENSB”) had on 24 October 2014 entered into a Joint Operating Agreement (“JOA”) with PT Radiant Bukit Barisan E&P (“PT RBB”) and (“PT GSB”) to participate in the exploration and development of Oil & Gas (“O&G”) field in South West Bukit Barisan Block (“SWBB Block”), Central Sumatera, Indonesia.

— 

On 10 December 2014, KENSB entered into a Conditional Subscription and Shares Purchase Agreement (“CSSPA”) with PT Citra Sarana Energi (“PT CSE”) and its existing shareholders for acquisition of 60% equity interest in PT CSE.

E.A. Technique (M) Berhad, an indirect subsidiary of Kulim held through Sindora, was admitted to the Main Market of Bursa Malaysia on 11 December 2014.

2015

On 26 February 2015, Kulim concluded the disposal of 73,482,619 Ordinary shares in NBPOL, representing 48.97% equity interest in NBPOL to Sime Darby Plantation Sdn Bhd for total consideration of approximately GBP525.4 million (equivalent to approximately RM2.75 billion).

On 5 March 2015, the acquisition by a 54.21%-owned subsidiary of Kulim from Johor Logistics Sdn Bhd to acquire approximately 30% equity interest in Asia Logistics Council Sdn Bhd (“ALC”) not already owned by AEDFL.

— 

On 24 August 2015, Kulim entered into a Shares Sale and Shares Subscription Agreement (“SSSSA”) for the proposed acquisition of 51% equity interest in Classruum Technologies Sdn Bhd (“CRTSB”). CRTSB is principally involved in the Information, Communication and Technology (“ICT”) business.

— 

On 5 November 2015, Kulim received a letter from its major shareholder, JCorp, requesting for the Company to undertake a Selective Capital Reduction and Repayment (“SCR”) exercise.

2016

On 10 February 2016, KENSB entered into a Supplemental Agreement with PT CSE, PT Wisesa Inspirasi Sumatera (“PT WIS”) and PT Inti Energi Sejahtera (“PT IES”) to modify the terms of Conditional Subscription and Shares Purchase Aggrement (“CSSPA”) from USD133.55 million to USD80 million.

— 

The disposal of a part of a leasehold land in Tanjung Langsat, Johor Bahru (approximately 30 acres) to PGEO Edible Oils Sdn Bhd for a cash consideration of RM23 million was completed on 27 May 2016.

— On 23 June 2016, Kulim completed the acquisition of PT Tempirai Palm Resources (“PT TPR”) and PT Rambang Agro Jaya (“PT RAJ”), adding 9,124 hectares of planted oil palm in South Sumatra to the Group’s landbank.

— 

The resolution in respect of the Selective Capital Reduction and Repayment exercise was approved by 99.59% of Kulim’s shareholders present at the Extraordinary General Meeting on 3 May 2016.

— 

Kulim was delisted from the Official List of Bursa Securities on 4 August 2016.

— 

Kulim concluded the disposal of Granulab (M) Sdn Bhd to SIRIM Berhad on 13 November 2016.

— 

Acquisition of additional 25% equity interest in Classruum Technologies Sdn Bhd ("CRTSB") was completed on 24 November 2016.

— 

Kulim completed the acquisition of the remaining 40% stake in Kulim TopPlant Sdn Bhd held by TopPlant Laboratories Sdn Bhd on 8 December 2016.