Rimbunan Sawit Berhad ("RSB" or "Company) wishes to announce that RSB's subsidiary, R.H. Plantation Sendirian Berhad ("RHP") had on 11 February 2011 entered into a Memorandum with Sheba Resources Sendirian Berhad ("Sheba Resources") with an intention to purchase all that parcel of land with Oil Palm Plantation thereon situate at Sungai Luai and Sungai Bawah, Niah, containing an area of 4,857 hectares, more or less and described as Lot 56, Sawai Land District ("the said Land").

Sheba Resources is the registered proprietor of the said Land and the said Land is charged to Agro Bank Malaysia Berhad for RM145,696,569.84 (including dividends thereon) vide Instrument No. L.13969/2008 of 22-10-2008 (includes caveat).

The key salient terms of the Memorandum include, amongst others, the following :-

(a) Sheba Resources agree resolve and approve to dispose the said Land together with its facilities, infrastructures, improvements and the movable and immovable assets to RHP or its nominee(s) for a total consideration sum of Ringgit Malaysia One Hundred and Eighteen Million only (RM118,000,000.00) free from all encumbrances. ("Purchase Price")

(b) RHP and Sheba Resources agree that pending execution of the Sale and Purchase Agreement for the said Land, RHP shall make an advance payment of Ringgit Malaysia Three Million only (RM3,000,000.00) to Sheba Resources and the said sum shall be deemed and treated as deposit cum part payment of the Purchase Price. The Sale and Purchase Agreement shall be executed within seven (7) days from the date of Memorandum and upon signing thereof, RHP shall make further payment of Ringgit Malaysia Two Million only (RM2,000,000.00).

(c) RHP and Sheba Resource further agree that RHPSB shall take over the existing loan facility as from the 1st day of February, 2011 and /or to apply for new loan facility to redeem the existing charge extended to Sheba Resources secured by the said Land, which redemption sum payment shall be deemed to be part payment of the Purchase Price.

(d) In the event Sheba Resources fails, refuses or unwilling to complete the Sale and Purchase and transfer of the said Land to RHP or its nominee(s) or assign(s), RHP shall have liberty to apply for Specific Performance in the Court of Law.

(e) In the event the Directors Consent to transfer is not approved for whatever reason, Sheba Resources shall refund all payment received with interest and to reimburse the costs of rehabilitation works incurred by RHP.

A more detailed announcement will be released upon the signing of the Sale and Purchase Agreement.

This announcement is dated 11 February 2011.