Announcement of General Meeting & Circular

07 November 2013

For immediate release

Bumi plc

("Bumi" or the "Company")

Announcement of General Meeting and publication of Circular (the "Circular") for shareholders to vote on Separation

Unanimous recommendation to VOTE FOR all proposed resolutions

This press release should be read in conjunction with the Circular

Bumi announces the publication of a Circular and a notice convening a General Meeting of the Company on 4th December 2013 enabling shareholders to vote on a transaction to separate from the Bakrie Group and PT Bumi Resources Tbk ("Bumi Resources") (the "Separation"). The Circular contains the Independent Directors' UNANIMOUS RECOMMENDATION that shareholders of Bumi (the "Shareholders") VOTE FOR all of the proposed resolutions and also sets out why the Independent Directors believe that the Separation is in the best interests of Shareholders as a whole.

Completion of the Separation will deliver:

· the disposal of the Company's 29.2% interest in Bumi Resources at a 116% premium to the current market value of the interest;

· US$501m in cash (less transaction costs);

· separation from the influence of the Bakrie Group; and

· a company with majority ownership of the 5th largest coal producer in Indonesia with a clear strategy for growth and value creation.

Following the Separation, the Borneo Group and RACL will together hold an economic and voting interest in the Company of 47.6 per cent.

Sir Julian Horn-Smith, Senior Independent Director of Bumi and chairman of the Independent Committee of the Board, said: "We are pleased to present to shareholders this comprehensive package which, if approved, will deliver separation from the influence of the Bakrie Group and place the Company on a strong footing to move forward. The Independent Committee of the Board believes that this package represents the best terms which can be negotiated for independent shareholders. It delivers both a significantly value-accretive financial deal for shareholders and provides improved protections for the minorities, with a particular focus on ensuring effective and robust corporate governance. The Independent Committee has unanimously determined that the Separation is in shareholders' best interests. "

Nick von Schirnding, CEO of Bumi, said: "The Separation is financially attractive and value accretive. Approving the Separation will crystallise a 116% premium above market price for our stake in Bumi Resources at a price of $501m. The transaction will allow us to move forward to create a focused coal producer with a clear strategy for the further restoration of shareholder value."

Set out in the Circular is a notice convening a General Meeting of the Company to be held at the Honourable Artillery Company, Armoury House, City Road, London, EC1Y 2BQ at 11 a.m. on 4th December 2013 for the purpose of seeking Shareholder approval for the Resolutions.

The Company also announces that it is commencing arbitration proceedings against Rosan Roeslani, the former President Director of Berau, in connection with an interim payment required under the agreement entered into by the Company and PT Berau Coal Energy Tbk ("Berau") with Mr. Roeslani (the "Roeslani Agreement") on 26 June 2013. The Roeslani Agreement provides that Mr. Roeslani has undertaken to transfer, or procure the transfer, to Berau of assets and cash with a value equal to US$173 million, and that an initial transfer of US$30 million in cash was to be made by Mr. Roeslani prior to 26 September 2013. Mr. Roeslani failed to make this interim payment by the required date and the Company is, therefore, commencing arbitration proceedings against Mr. Roeslani in relation to payment of this amount.

Overview of the Separation

Capitalised terms used below have the meanings given to them in the Circular

The Separation is proposed to be effected through the following separate, but interlinked, transactions which Shareholders are being asked to vote on:

· the acquisition by Borneo Bumi Energi (which will, upon completion of the Separation, be wholly owned by Borneo) and RACL (a wholly-owned subsidiary of Ravenwood, an entity wholly-owned by Mr. Tan, the Chairman of the Company and the controlling shareholder of Borneo) of the Bakrie Group's entire indirect interest in the Company for US$223 million in cash, equivalent to £2.60 per Ordinary Share (based on an exchange rate of £1.0:US$1.5); and

· the acquisition of the Bumi Group's entire 29.2 per cent. interest in PT Bumi Resources by a member of the Bakrie Group for US$501 million in cash.

The conditionality of these two transactions is set out in detail on pages 18 and 19 of the Circular. The Separation comprises these two key interlinked elements because the Company understands that the Bakrie Group's funding for the acquisition of the Group's 29.2 per cent. interest in PT Bumi Resources relies on the sale of its entire indirect interest in the Company to RACL. In this regard, it is a condition of the PT Bumi Resources Sale Transaction that the Independent Directors are provided, by no later than 20 November 2013, with copies of, and are satisfied with the terms of, any relevant financing agreement or arrangement entered into by RACL to finance its acquisition of Suspended Voting Ordinary Shares pursuant to the Borneo/Bakrie Share Purchase Agreement and it is a requirement of Resolution 1 to approve the Separation that details of such financing agreement or arrangement are disclosed to Shareholders, in the manner required by the City Code, by no later than 20 November 2013. As LHH (a member of the Bakrie Group) is not treated as an "offeror" for the purposes of the Rule 9 Waiver, there is no equivalent requirement or condition relating to LHH's financing.

To evaluate the Separation, the Company established an Independent Committee of the Board (the "Independent Committee") of which Borneo representatives (who continue to be Mr. Tan and Mr. Ramlie) are not, and have never been, members.

The Independent Committee believes that the Separation, as a comprehensive package, represents the best terms which could be negotiated for Independent Shareholders by an independent committee of the Board in the context of a separation from the Bakrie Group and PT Bumi Resources. The Independent Committee, further, believes that the Separation crystallises immediate Shareholder value whilst providing adequate protections for Independent Shareholders, presenting a considerable improvement to the status quo. In this context, the Company has been prepared to explore alternatives to the Separation over the past nine months but has not received any constructive proposals during that period. The Independent Committee believes that the Separation will allow the Company to move forward to create a focussed, independent coal producer with a clear strategy for the restoration of Shareholder value.

The financial terms of the PT Bumi Resources Sale Transaction are value-accretive for Shareholders. As at 5 November 2013 (being the latest practicable date prior to the publication of the Circular) the market value of the Group's 29.2 per cent. interest in PT Bumi Resources was US$232 million. The US$501 million being paid by LHH, a member of the Bakrie Group, for that interest therefore represents a premium of 116 per cent (based upon the market price of a PT Bumi Resources Share as derived from the Indonesian Stock Exchange on 5 November 2013 of Rp. 435).

The Separation would also benefit Shareholders in the following ways:

· the Bumi Group will receive US$501 million (less transaction costs) in cash. The Board intends to return at least US$400 million of this cash, equivalent to approximately £1.03 per Ordinary Share, to Shareholders in the near-term. The balance of this cash retained by the Bumi Group may be used to repay debt in the Retained Group, be invested in Berau or otherwise be deployed to optimise Shareholder returns or to satisfy the Bumi Group's commitments or obligations;

· it will effect an exit from PT Bumi Resources, an asset that the Company does not control or have significant influence over:

- Bumi is a mining group, not an investment company, and it should not retain an interest in a company over which it is unable to exert appropriate influence;

- PT Bumi Resources is a highly leveraged company which faces significant refinancing requirements in 2014 and 2015. PT Bumi Resources has announced that it has entered into an agreement to settle US$1.3 billion principal amount of its remaining debt with China Investment Corporation. However, there can be no certainty that this settlement will complete and it is currently uncertain what impact the settlement would have on the value of the Bumi Group's holding of PT Bumi Resources Shares;

· the Company will separate from the influence of the Bakrie Group and the Bakrie Relationship Agreement (which contains the right of the Bakrie Group to nominate for appointment the Chairman, Chief Executive Officer and Chief Financial Officer of the Company) will terminate; and

· it will allow the Company to focus purely on Berau, the fifth largest thermal coal producer in Indonesia, which is expected to produce 23 mt of coal in 2013.

Escrow Arrangements have been agreed between LHH, RACL and the Bumi Group under which:

· US$50 million has been placed by LHH in an escrow account with Deutsche Bank AG, Singapore Branch. This amount will be payable to the Bumi Group in certain circumstances if Completion does not occur on or before the earlier of the Scheduled Completion Date and the Last Date for Completion; and

· the parties have appointed the Escrow Agent to hold certain securities, funds and documents required to be delivered on or prior to Completion, and to release such securities, funds and documents to the relevant parties at Completion.

Further details of the Escrow Arrangements (including the circumstances in which the amount of US$50 million is payable to the Bumi Group) are set out in Part III of the Circular. In particular, Shareholders should note that one of the circumstances in which the US$50 million is not payable to the Bumi Group is if Independent Shareholders do not pass any of Resolutions 1, 2, 3 and 4 as set out in the Notice of the General Meeting.

The Bumi Group does not have any commitment from either RACL or LHH to provide the necessary funds at Completion, nor has it received any evidence from Mr. Tan, RACL, Borneo or the Bakrie Group, or their respective lenders, that the necessary funds are, or will be, available to effect the Separation. However, it is a condition of the PT Bumi Resources Sale Transaction that the Independent Directors are provided, by no later than 20 November 2013, with copies of, and are satisfied with the terms of, any relevant financing agreement or arrangement entered into by RACL to finance its acquisition of Suspended Voting Ordinary Shares pursuant to the Borneo/Bakrie Share Purchase Agreement and it is a requirement of Resolution 1 to approve the Separation that details of such financing agreement or arrangement are disclosed to Shareholders, in the manner required by the City Code, by no later than 20 November 2013. As LHH is not treated as an "offeror" for the purposes of the Rule 9 Waiver, there is no equivalent requirement or condition relating to LHH's financing.

If details of RACL's financing are not published, or if the Independent Directors are not provided with copies of (or are not satisfied with) any relevant financing agreement, by 20 November 2013, then the Separation will not complete and the Resolutions set out in the Notice will not be capable of becoming effective (and the US$50 million held in the escrow account will be repayable to LHH). In that case, the Board proposes to take steps to withdraw the Resolutions and to adjourn the General Meeting. Mr. Tan has advised the Independent Committee that he is confident that RACL will be able to obtain the necessary funds to finance RACL's acquisition of the Suspended Voting Ordinary Shares by this date, and the Independent Directors have relied upon this assurance in proceeding to send the Circular to Shareholders before RACL's financing is finalised.

As a result of Borneo (through Borneo Bumi Energi) and Mr. Tan (through RACL) acquiring all of the Suspended Voting Ordinary Shares, all of the Suspended Voting Ordinary Shares (which carry economic rights but only very limited voting rights) will convert into Voting Ordinary Shares. The Suspended Voting Ordinary Shares were designed to convert automatically into Voting Ordinary Shares when transferred outside the Bakrie Group. Following the Separation, the Borneo Group and RACL will therefore together hold an economic and voting interest in the Company of 47.6 per cent. On completion of the Borneo/Bakrie Transaction the economic interests of the Independent Shareholders will remain unchanged, although their voting interests will be diluted by 25 per cent. Following completion of the Borneo/Bakrie Transaction, Shareholders other than the Borneo Group will hold 52.4 per cent. of the total Voting Ordinary Shares.

In keeping with the Board's commitment to further restructure the Board as part of the implementation of the Separation, on 21 February 2013 the Company announced that Mr. Tan had informed the Board that he would step down as Chairman once a new independent chairman is found but will remain on the Board as a non-executive director and the Company's business partner in Indonesia. The Independent Committee believes that having an influential Indonesian business partner is critical to the success of the Retained Group and that Borneo and RACL, with Mr. Tan as their controlling shareholder, is the appropriate Indonesian business partner for Bumi going forward. The search by The Inzito Partnership, an independent search firm, for a new independent non-executive chairman, who has experience in, and is familiar to, the London market is ongoing.

As Borneo Bumi Energi and RACL will together hold more than 30 per cent. of the Ordinary Shares following Completion, they have entered into the Relationship Agreement with the Company. On Completion the Relationship Agreement will be binding on RACL and the Company, but Borneo Shareholder Approval is required to bind Borneo Bumi Energi. The Relationship Agreement will not be binding on Borneo Bumi Energi pending such Borneo Shareholder Approval. Mr. Tan will not be permitted to vote on the Borneo Shareholder Approval as he will not be an independent shareholder of Borneo for such purposes. Borneo intends to seek Borneo Shareholder Approval as soon as practicable following completion of the Separation and approval from the Company's Shareholders of the Relationship Agreement being obtained. The Relationship Agreement contains undertakings from the Principal Shareholder(s) that:

· the Principal Shareholder(s) will, and will procure (so far as they are reasonably able to do so) that their Associates will, exercise all of their voting rights so as to ensure that at all times either (i) independent non-executive directors comprise the majority of the board, or (ii) the chairman of the Company is an independent non-executive director and independent non-executive directors (including the chairman) make up at least half of the board. With such a board composition:

- if, for example, there were nine directors, then either (i) at least five of the directors would be independent non-executive directors or (ii) the chairman would be an independent non-executive director and at least four of the other directors would be independent non-executive directors; or

- if, for example, there were ten directors, then either (i) at least six of the directors would be independent non-executive directors or (ii) the chairman would be an independent non-executive director and at least four of the other directors would be independent non-executive directors (with the chairman having a casting vote in the case of an equality of votes);

· the Principal Shareholder(s) will, and will procure (so far as they are reasonably able to do so) that their Associates will, not take any action which precludes or inhibits any member of the Group from carrying on its business independently of the Principal Shareholder(s) and/or their Associates;

· the Principal Shareholder(s) will, and will procure (so far as they are reasonably able to do so) that their Associates will, exercise their rights as Shareholders in the Company to ensure that the Company is managed in accordance with the UK Corporate Governance Code, save as otherwise contemplated in the Relationship Agreement or to the extent unanimously agreed by the independent non-executive directors of the Company;

· the Principal Shareholder(s) may, subject to RACL, Borneo Bumi Energi and their Associates together holding at least 23.5 per cent. or more of the votes able to be cast on all or substantially all matters at general meetings of the Company, nominate for appointment two non-executive directors to the board (the "Principal Shareholder Directors") and the Company shall procure the appointment of such Principal Shareholder Directors unless any such appointment is objected to by the FCA, prohibited by the Listing Rules or prohibited by any other relevant regulatory authority;

· the Principal Shareholder(s) may also, subject to RACL, Borneo Bumi Energi and their Associates together holding at least 23.5 per cent. or more of the votes able to be cast on all or substantially all matters at general meetings of the Company, nominate for appointment to the board such number of independent non-executive directors (the "Nominated Independent Directors") so that the total number of Nominated Independent Directors would, if appointed, comprise up to half the total number of independent non-executive directors on the board following such appointment(s). Any such appointment will be subject to the nominations committee of the board approving any proposed individual's suitability and independence by reference to the principles of the UK Corporate Governance Code (the "Approval of a Nominated Independent Director"); and

· one Principal Shareholder Director may be appointed to the nominations committee of the board. In respect of any Approval of a Nominated Independent Director, any Principal Shareholder Director on the nominations committee will not be entitled to vote. The Principal Shareholder Director appointed to the Nominations Committee as at completion of the Separation will be Mr. Tan.

New rules relating to the relationship between a premium listed company and a controlling shareholder and the content of relationship agreements with controlling shareholders are currently being consulted on by the FCA, with amendments to the Listing Rules expected to come into effect in mid 2014 (the "New Listing Rules"). These New Listing Rules may, or may not, be in the form proposed by the FCA in its consultation paper published on 5 November 2013 (CP13/15). The Relationship Agreement was entered into by the Company, RACL and Borneo Bumi Energi (conditional upon the approval of Independent Shareholders and, in the case of Borneo Bumi Energi, also subject to Borneo Shareholder Approval) on 4 November 2013, before the publication of CP13/15 (but taking account of the proposals that had been contained in CP12/25). However, the Relationship Agreement includes an undertaking from the Principal Shareholder(s) that, if the Listing Rules are amended so as to include a requirement that the Relationship Agreement contains certain undertakings and commitments on the part of the Principal Shareholder(s) that are not already included in the agreement, then the Principal Shareholder(s) will, and will procure (so far as they are reasonably able to do so) that their Associates will, comply with any such required undertakings and commitments from the date the New Listing Rules become effective. In that case, Bumi and the Principal Shareholder(s) will also act reasonably to agree and execute an amended agreement reflecting such required undertakings and commitments. Once the New Listing Rules are published in final form, the Company will enter into discussions with the Principal Shareholder(s) in relation to what, if any, amendments are required to be made to the Relationship Agreement to reflect the New Listing Rules.

Pending Borneo Shareholder Approval being obtained, RACL has agreed under the Relationship Agreement:

· not to transfer or otherwise dispose of any right or interest in any of its Voting Ordinary Shares following Completion to Borneo or any of Borneo's Associates; and

· not to register the transfer, grant, declaration or disposal of any right or interest (whether direct or indirect) of its own shares to Borneo or any of Borneo's Associates.

In addition, Mr. Tan has confirmed that pending Borneo Shareholder Approval being obtained, he will not transfer or otherwise dispose of any right or interest (whether direct or indirect) in RACL following Completion to Borneo or any of Borneo's Associates.

The Relationship Agreement terminates in certain circumstances (as set out in paragraph 2 of Part III of the Circular), including if the Company ceases to have a premium listing on the London Stock Exchange's main market for listed securities (and there is no obligation in the Relationship Agreement for the Principal Shareholder(s) to seek to maintain a premium listing).

As part of the Separation, the Company is also proposing to change its name to Asia Resource Minerals plc and Shareholder approval of this change is also being sought at the General Meeting. On the sale of the Bumi Group's entire 29.2 per cent. interest in PT Bumi Resources pursuant to the Separation, the Company will be wholly separated from PT Bumi Resources and accordingly, the Company considers the General Meeting an appropriate time to change its name.

Having completed its evaluation of the Separation, the Independent Committee believes the Separation, as a comprehensive package, is in the best interests of the Company and Shareholders as a whole and unanimously recommends that Shareholders vote in favour of the Resolutions required for its approval at the General Meeting to be held on 4 December 2013, which in essence includes the approval of:

· the PT Bumi Resources Sale Transaction;

· the Borneo/Bakrie Transaction, which will result in the Borneo Group (through Borneo Bumi Energi) and Mr. Tan (through Ravenwood and RACL) together owning 47.6 per cent. of the Voting Ordinary Shares and consequently requires a waiver from Independent Shareholders of the obligation to make an offer for the rest of the Company under Rule 9 of the City Code (known as a "Whitewash");

· the Relationship Agreement; and

· the change of the Company's name to Asia Resource Minerals plc.

The Independent Committee believes in particular, in the context of the Whitewash, that:

· due to the nature of the joint venture arrangements between Borneo and the Bakrie Group (described at paragraph 4 of Part I of the Circular), any separation of the Company from the Bakrie Group can only be implemented with the consent of Borneo. The Borneo/Bakrie Transaction has been agreed by Borneo and the Bakrie Group as the means through which their joint venture arrangements will be unwound. In addition, the Borneo/Bakrie Transaction is conditional on the Whitewash (absent which Borneo, RACL, Mr. Tan and their concert parties would be required to make an offer for the Ordinary Shares which they do not hold following the Separation);

· the Relationship Agreement offers more protections for Independent Shareholders than the Bakrie Relationship Agreement, in particular because the Relationship Agreement does not include the right to nominate for appointment any of the Chairman, the Chief Executive Officer or the Chief Financial Officer of the Company;

· the Relationship Agreement provides for the Company to maintain a board in which, going forward, either (i) independent non-executive directors comprise the majority of the board, or (ii) the chairman of the Company is an independent non-executive director and independent non-executive directors (including the chairman) make up at least half of the board;

· an Indonesian business partner is necessary when operating in the resources sector in Indonesia and a significant economic interest aligns that business partner's incentives with those of other Shareholders. The Independent Committee believes Mr. Tan is the appropriate Indonesian business partner for the Company;

· an offer for the entire outstanding share capital of the Company has not been forthcoming. Furthermore, there is no evidence to suggest that, were the Separation not to take place, a takeover offer for the Company would be forthcoming. In particular, the Independent Committee notes that over 50 per cent. of the Ordinary Shares are currently in the hands of two separate shareholder groups, being the Borneo/Bakrie Group concert party and the NR Holdings Shareholder Group; and

· the presence of a 47.6 per cent. Shareholder on the register of Shareholders is expected to increase stability, allowing management to focus better on running the business of the Company.

The strategy of the Company will initially be focused on maximising the value of Berau and will concentrate on (i) optimisation: cutting costs through mine plan revisions and other operational efficiencies, (ii) growth: increasing production up to a near-term target of 30 mt per annum through a number of expansions, and (iii) capital structure: reducing interest costs and ensuring that the Bumi Group has an appropriate level of debt.

To help with the delivery of this strategy, the Company has appointed a new Chief Financial Officer and Chief Mining Officer. Paul Fenby joined the Company on 1 October 2013 as Chief Financial Officer and is based in Jakarta. Keith Downham joined the Company on 30 September 2013 as Chief Mining Officer and is also based in Jakarta. See paragraph 12 of Part I of the Circular for further details.

-ENDS-

For enquiries, please contact:

Bumi plc

Sean Wade

+44 (0) 20 7201 7511

RLM Finsbury

Ed Simpkins / Charles O'Brien

+44 (0) 20 7251 3801