MSM Malaysia Berhad : RRPT Circular 2022

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to the course of action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately.

Bursa Malaysia Securities Berhad takes no responsibility for the contents of this Circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or due to your reliance upon the whole or any part of the contents of this Circular. Bursa Securities has not perused the contents of this Circular prior to its issuance, except in respect of the proposed shareholders' mandate for new Recurrent Related Party Transactions on a limited review basis pursuant to Practice Note 18 of Bursa Malaysia's Main Market Listing Requirements. You should rely on your own evaluation to assess the merits and risks of the Proposed Renewal of Shareholders' Mandate (as defined herein) as set out in this Circular.

MSM MALAYSIA HOLDINGS BERHAD

(Registration No. 201101007583 (935722-K))

(Incorporated in Malaysia)

CIRCULAR TO SHAREHOLDERS

IN RELATION TO THE:

PROPOSED RENEWAL OF SHAREHOLDERS' MANDATE FOR THE EXISTING RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE FOR MSM AND ITS GROUP OF COMPANIES (MSM HOLDINGS GROUP) AND PROPOSED SHAREHOLDERS' MANDATE FOR THE NEW RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE FOR THE MSM HOLDINGS GROUP

The resolution set out in this Circular will be tabled at the Eleventh Annual General Meeting ("11th AGM") of MSM Malaysia Holdings Berhad which will be held entirely on a fully virtual basis through live streaming and online remote voting using the Remote Participation and Electronic Voting (RPEV) facilities via online meeting platform provided by Boardroom Share Registrars Sdn Bhd athttps://meeting.boardroomlimited.my (Domain Registration No. with MYNIC - D6A357657) on Wednesday, 8 June 2022 at 11.00 a.m. or at any adjournment thereof. Please follow the procedures provided in the Administrative Guide for the 11th AGM in order to register, participate and vote remotely via RPEV facilities.

The Notice of the 11th AGM of the Company together with the Form of Proxy are available to be downloaded from our Company's corporate website athttp://www.msmsugar.com/investor-relations/annual-reports or Bursa Malaysia's website atwww.bursamalaysia.com.

As a shareholder, in the event you wish to appoint a proxy, please complete, sign and return the Proxy Form in accordance with the instructions printed thereon. The completed Proxy Form must be deposited at MSM's Share Registrar's office, Boardroom Share Registrars Sdn Bhd, Ground Floor or 11th Floor, Menara Symphony, No. 5, Jalan Prof. Khoo Kay Kim, Seksyen 13, 46200 Petaling Jaya, Selangor, Malaysia no later than Monday, 6 June 2022 at 11.00 a.m. You may also deposit your proxy form(s) by electronic means. The Proxy Form may be submitted:

• a) to the Share Registrar of the Company, Boardroom Share [e-mail] no later than Monday, 6 June 2022 at 11.00 a.m. orSdnBhd

  viae-mailto

• b) via electronic means (e-Proxy) no later than Monday, 6 June 2022 at 11.00 a.m. (please refer to the Annexure to the Proxy Form for further information on submission via e-Proxy).

Last date and time for lodging the Proxy Form	:	Monday, 6 June 2022 at 11.00 a.m.
Date and time of the AGM	:	Wednesday, 8 June 2022 at 11.00 a.m. or at any adjournment
thereof

This Circular is dated 27 April 2022

Unless where the context otherwise requires, the following definitions shall apply throughout this Circular:

Act	:
AGM	:
Audit, Governance and Risk	:
Committee
Board	:
Bursa Securities	:
CMSA	:
Director	:
Delima Oil Product	:	Delima Oil Product Sdn Bhd
EGM	:	Extraordinary General Meeting of MSM Holdings
F Agri	:	FGV Agri Services Sdn Bhd
F Applied Technologies	:	FGV Applied Technologies Sdn Bhd
F D'Saji	:	Felda D'Saji Sdn Bhd
F Engineering	:	Felda Engineering Services Sdn Bhd
F Integrated Farming	:	FGV Integrated Farming Holdings Sdn Bhd
F Kernel	:	FGV Kernel Products Sdn Bhd
F Marketing	FGV Marketing Services Sdn Bhd
F Prodata	:	FGV Prodata Systems Sdn Bhd
F Properties	:	Felda Properties Sdn Bhd
F Rubber Industries	:	FGV Rubber Industries Sdn Bhd
F Security	:	FGV Security Services Sdn Bhd
F Travel	:	Felda Travel Sdn Bhd
F Transport	:	FGV Transport Services Sdn Bhd
FAHC	:	Felda Asset Holdings Company Sdn Bhd
FELDA	:	Federal Land Development Authority
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(b)

Companies Act, 2016, as amended from time to time and any

re-enactment thereof

Annual General Meeting of MSM Holdings

Audit, Governance and Risk Committee of MSM Holdings

Board of Directors of MSM Holdings

Bursa Malaysia Securities Berhad

Capital Markets and Services Act, 2007, as amended from time to time and any re-enactment thereof

(a) A director of MSM Holdings or its subsidiary, and shall have the meaning given in Section 2(1) of the CMSA; and

for the purpose of the disclosure of Related Parties pursuant to the Proposed Mandates, includes any person who is or was within the preceding 6 months of the date on which the terms of the transaction were agreed upon, a director as referred to in paragraph (a) above or chief executive officer of our Company or our subsidiary or holding company

FGV	:	FGV Holdings Berhad
FGV Group	:	FGV and its subsidiaries
FGV Sugar	:	FGV Sugar Sdn Bhd
FIC Supplies	:	FIC Supplies Sdn Bhd
FYE	:	Financial year ended or where the context otherwise requires,
financial year ending
KPF	:	Koperasi Permodalan FELDA Malaysia Berhad
KPF Niaga	:	KPF Niaga Sdn Bhd
KPF Trading	:	KPF Trading Sdn Bhd
Listing Requirements	:	Main Market Listing Requirements of Bursa Securities, as amended
from time to time and any re-enactment thereof
LPD	:	31 March 2022, being the latest practicable date prior to the printing
of this Circular
Major Shareholder	:	(a) A person who has an interest or interests in 1 or more voting
shares in our Company and the number or aggregate number of
those shares, is:
MSM Holdings or Company	:
MSM Holdings Group or Group	:
MSM Perlis	:
N/A	:
Proposed Mandates	:
Proposed New Shareholders'	:
Mandate
Proposed Renewal of	:
Shareholders' Mandate

(b)

• (i) 10% or more of the total number of voting shares in our Company; or

• (ii) 5% or more of the total number of voting shares in our Company where such person is the largest shareholder of our Company.

For the purpose of the Proposed Mandates, includes any person who is or was within the preceding 6 months of the date on which the terms of the transaction were agreed upon, a major shareholder of our Company or our subsidiary or holding company.

MSM Malaysia Holdings Berhad

Collectively, MSM Holdings and its subsidiaries

MSM Perlis Sdn Bhd

Not applicable

Collectively, the Proposed Renewal of Shareholders' Mandate and the Proposed New Shareholders' Mandate

Proposed shareholders' mandate for the new RRPTs for the MSM Holdings Group as set out in Appendix I(B) of this Circular

Proposed renewal of shareholders' mandate for the existing RRPTs for the MSM Holdings Group as set out in Appendix I(A) of this Circular

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Related Party(ies)	:	A Director or Major Shareholder of our Company and persons
connected with such Director or Major Shareholder as defined under
the Listing Requirements
RRPT(s)	:	Recurrent related party transaction of a revenue or trading nature
which is necessary for the day-to-day operations of the MSM
Holdings Group
sq. ft.	:	Square foot or where the context requires, square feet
Transacting Parties	:	The relevant companies under the MSM Holdings Group and the
respective Related Parties
Currency
RM and sen	:	Ringgit Malaysia and sen, respectively, the lawful currency of
Malaysia
Subsidiaries
MSM Johor	:	MSM Sugar Refinery (Johor) Sdn Bhd
MSM Prai	:	MSM Prai Berhad
MSM Trading	:	MSM Trading & Distribution Sdn Bhd
MTID	:	MSM Trading International DMCC (in liquidation)
MSM Logistics	:	MSM Logistics Sdn Bhd

All references to "our Company" or "MSM Holdings" in this Circular are to MSM Malaysia Holdings Berhad, and references to "our Group" and "MSM Holdings Group" are to our Company and our consolidated subsidiaries. References to "we", "us", "our" and "ourselves" are to our Company, or where the context otherwise requires, our consolidated subsidiaries.

All references to "you" and "your" in this Circular are to the shareholders of our Company.

Words denoting the singular shall, where applicable, include the plural and vice versa, and words denoting the masculine gender shall, where applicable, include the feminine and/or neuter genders and vice versa. References to persons shall include corporations.

Any reference to a time of day or date in this Circular shall be a reference to Malaysian time or date, respectively.

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TABLE OF CONTENTSLETTER TO OUR SHAREHOLDERS IN RELATION TO THE PROPOSED MANDATES

1.	INTRODUCTION ……………………………………………………………………………………… ...	1
2.	DETAILS OF THE PROPOSED MANDATES ………………………………………………… ..…..	2
3.	REVIEW PROCEDURES FOR THE RRPTS ……………………………………………………… ...	6
4.	STATEMENT BY THE AUDIT, GOVERNANCE AND RISK COMMITTEE ………………………	7
5.	RATIONALE FOR THE PROPOSED MANDATES …… .............................................................	7
6.	EFFECTS OF THE PROPOSED MANDATES ……….. …………………………………………… .	7
7.	APPROVAL REQUIRED ……………………………………………………………………………… .	7
8.	INTERESTS OF OUR DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS
CONNECTED WITH THEM ……………………………………………………………………………	7
9.	DIRECTORS' RECOMMENDATION ………………………………………………………………… .	8
10.	AGM ……………………………………………………………………………………………………… .	9
11.	FURTHER INFORMATION …………………………………………………………………………… .	9
A- 1

APPENDICES

I	DETAILS OF RRPTS... …………………………………………………… . …………………
II	ADDITIONAL INFORMATION ………………………………………………………… .……	A - 13
III	EXTRACT OF THE NOTICE OF THE AGM ………………............................................	ENCLOSED
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