PROPOSED RATIONALISATION

Proposed renounceable rights issue of 454,549,285 new Shares of RB Land with 227,274,642 Warrants at an issue price of RM1.35 per Rights Share on the basis of four (4) Rights Shares and two (2) Warrants for every five (5) existing Shares held in RB Land on an entitlement date to be determined later, the proceeds of which will be partly utilised for the following:-

(i)

Proposed acquisition of the eventual enlarged share capital of IJMP (after the Internal Restructuring Of IJMP (as defined in the Earlier Announcements)) comprising 100,000,000 Shares, representing 100% equity interest in IJMP, from IJM for a total purchase consideration of RM354.0 million to be satisfied entirely by way of cash;

(ii)

Proposed acquisition of 3,000,000 Shares, representing 100% equity interest in RBD, from RBM for a purchase consideration of RM4.7 million to be satisfied entirely by way of cash; and

(iii)

Proposed acquisition of a piece of 99-year leasehold land held under PT 4308 HSD 7083, Bandar Mentakab, District of Temerloh, Pahang Darul Makmur, together with the building erected thereon known as “Bukit Bendera Resort”, from RBM for a purchase consideration of RM7.0 million to be satisfied entirely by way of cash;

Proposed acquisition of 21,432,000 Shares and 82,923 RPS, representing 30% equity interest in RBLSB, from Reco for a purchase consideration of RM161.0 million to be satisfied entirely by way of the issuance of 80,500,000 RB Land Shares to Reco at an issue price of RM2.00 per RB Land Share;

The listing of and quotation for the following new RB Land Shares and Warrants on the Main Board of Bursa Securities:-

(i)

80,500,000 new RB Land Shares to be issued to Reco pursuant to the Proposed Acquisition Of RBLSB;

(ii)

Rights Shares and Warrants arising from the Proposed Rights Issue With Warrants;

(iii)

New RB Land Shares to be issued arising from the exercise of the Warrants and the conversion of the Proposed Restricted Issue Of RCULS (as defined in the Earlier Announcements);

(iv)

Any additional new Warrants arising from adjustments made pursuant to provisions of the deed poll governing the Warrants as well as the additional new Shares arising from the exercise of such additional new Warrants; and

(v)

Any additional new RB Land Shares pursuant to the conversion of additional RCULS to be issued arising from adjustments made in accordance with the provisions of the subscription agreement governing the RCULS.