Sarawak Plantation : Circular to Shareholders dated 23 April 2024

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

Bursa Malaysia Securities Berhad has not perused Part 1 of the Circular in respect of the Proposed Renewal of Existing Shareholders' Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature and Part II of the Circular in respect of the Proposed Renewal of Authority to Purchase Own Shares prior to the issuance of the Circular.

Bursa Malaysia Securities Berhad takes no responsibility for the contents of this Circular and the Share Buy Back Statement, makes no representations as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular and the Share Buy Back Statement.

PART I

CIRCULAR TO SHAREHOLDERS

in relation to

Proposed Renewal of Existing Shareholders' Mandate and Proposed New Shareholders' Mandate for Recurrent Related Party Transactions (RRPT) of a Revenue or Trading Nature

PART II

SHARE BUY BACK STATEMENT TO SHAREHOLDERS

in relation to

Proposed Renewal of Authority to Purchase Own Shares

IMPORTANT DATES AND TIMES:

Last Date and Time for Lodgement of Proxy Form	: 22 May 2024 at 10am
Date and Time of Annual General Meeting	: 24 May 2024 at 10am
Place of Annual General Meeting	: The Space by iCube
	Tower B2 Level 4
	ICOM Square Jalan Pending
	93450 Kuching Sarawak

This Circular is dated 23 April 2024

DEFINITIONS:

Except where the context otherwise requires, the following definitions shall apply throughout this Circular.

Act	: The Companies Act 2016 as amended from time to time and any re-enactment thereof
Acosafe	: Acosafe Sdn. Bhd.
AGM	: Annual General Meeting
Board	: Board of Directors of SPB
Bursa Malaysia	: Bursa Malaysia Securities Berhad Registration No. 200301033577 (635998-W)
Butrasemari	: Butrasemari Sdn. Bhd.
Code	: The Malaysian Code on Take Overs and Mergers 1998
CPO	: Crude Palm Oil
Danawa	: Danawa Resources Sdn. Bhd.
Directors	: The directors for the time being of SPB and shall have the same meaning as in Section 2
	of the Act and as defined in Section 2(1) of the Capital Market Services Act 2007 and
	includes any person who is or was within the preceding 6 months of the date of which
	the terms of the transaction were agreed upon, a director or chief executive of SPB,
	its subsidiary or holding company as per Paragraph 10.02(c) of the Listing Requirements
EPS	: Earnings per Share
FFB	: Fresh Fruit Bunches
Ironhead	: Ironhead Sdn. Bhd.
IS	: Intuitive Systems Sdn. Bhd.
Key Ta Trading	: Key Ta Trading Sdn. Bhd.
Key Jaya Trading	: Key Jaya Trading Sdn. Bhd.
Ladang Selezu	: Ladang Selezu Sdn. Bhd.
Lik Shen Sawmill	: Lik Shen Sawmill Sdn. Bhd.
Listing Requirements	: Bursa Malaysia's Main Market Listing Requirements as amended from time to time
Major Shareholder	: This shall have the same meaning as in Paragraph 1.01 of the Listing Requirements
Manis Oil	: Manis Oil Sdn. Bhd.
Market Day	: Any day from Mondays to Fridays (both days inclusive) which Bursa Malaysia is open
	for trading of securities
Mega Bumimas	: Mega Bumimas Sdn. Bhd.
Multi Maxinum	: Multi Maximum Sdn. Bhd.

NA	: Net Assets
n/a	: Not Applicable
Persons Connected	: This shall have the same meaning as in Paragraph 1.01 of the Listing Requirements
PK	: Palm Kernel
Proposed	: Proposed Renewal of Existing Shareholders' Mandate and Proposed New Shareholder's
Shareholders'	Mandate to enter into RRPT of a Revenue or Trading Nature for the period from this AGM
Mandate	to the next AGM
Proposed Share	: Proposed purchase and / or holding of own shares of up to 10% of the Issued and
Buy Back or	paid-up Share Capital of SPB
Proposed Renewal
of Authority to Purchase
Own Shares
PSS Oil Mill	: PSS Oil Mill Sdn. Bhd.
Record of Depositors	: A record provided by Bursa Malaysia to SPB under Chapter 24 of the Rules of Bursa
	Malaysia Depository
Related Parties	: A director, major shareholder of persons connected with such director or major
	shareholder. For the purpose of this definition, "director" and "major shareholder" shall
	have the same meaning as stated above and in Paragraph 10.02 of the Listing
	Requirements
Related Party Transaction	: A transaction entered into by the Company or its subsidiaries which involves the
	interest, direct or indirect, of a Related Party
RRPT	: Recurrent Related Party Transactions
SC	: Securities Commission
Sebubu	: Sebubu Sdn. Bhd.
SPB or the Company	: Sarawak Plantation Berhad
SPB Shares	: Ordinary shares of the Company
Stonehead	: Stonehead Sdn. Bhd.
TABM	: TABM Sdn. Bhd.
Ta Ann Pelita Silas	: Ta Ann Pelita Silas Plantation Sdn. Bhd.
Plantation
Ta Ann Plywood	: Ta Ann Plywood Sdn. Bhd.
TBS Oil Mill	: TBS Oil Mill Sdn. Bhd.
the Group	: Sarawak Plantation Berhad and its subsidiaries
Treasury Shares	: The SPB shares purchased by SPB that can be retained, distributed as dividend or resold

Name of Subsidiaries

SPAD	: Sarawak Plantation Agriculture Development Sdn. Bhd.
SPPH	: Sarawak Plantation Property Holding Sdn. Bhd.
SPSSB	: Sarawak Plantation Services Sdn. Bhd.
SPKP	: SPB PPES Karabungan Plantation Sdn. Bhd.
SP Suai	: SPB PELITA Suai Sdn. Bhd.
TOP	: Telliana Oil Palm Sdn. Bhd.

Words importing the singular shall, where applicable, include the plural and vice versa and words importing the masculine gender shall, where applicable, include the feminine and neuter gender. Words importing persons include

corporations.

Any reference to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any word defined under the Act and used in this Circular shall have the meaning assigned to it under the Act.

Any reference to a time of day shall be a reference to Malaysian time.

TABLE OF CONTENTS

PART I

			Page
1.	Introduction	1
2.	Proposed Shareholders' Mandate	2
	2.1	Details of the Proposed Shareholders' Mandate	2
	2.2	Listing Requirements	2
	2.3	Principal Activities of SPB and its Group of Companies	2
	2.4	Classes of Related Party	3
	2.5	Nature and Terms of the RRPT and their Estimated Values	3
	2.6	Details of Sum Due and Owing	3
	2.7	Conditions of Shareholders' Mandate	3
	2.8	Review Procedures in relation to RRPT	4
	2.9	Statement by the Board Audit Committee	5
3.	Rationale	5
4.	Financial Effects of the Proposed Shareholders' Mandate	5
5.	Directors' and Major Shareholders' Interest in the Proposed Shareholders' Mandate	5
6.	Directors' Recommendation	6
7.	Annual General Meeting	6
8.	Further Information	6
APPENDIX 1	15
APPENDIX 2	34

Registered Office:

8th Floor Wisma NAIM 2½ Mile Rock Road 93200 Kuching

Date: 23 April 2024

Board of Directors:

Datuk Amar Abdul Hamed bin Sepawi	-	Executive Chairman
Dato Wong Kuo Hea	-	Executive Director
Datu Hasmawati binti Sapawi	-	Non Independent Non Executive Director
Dato Chia Chu Fatt	-	Independent Non Executive Director
BG Dato' Muhammad Daniel bin Abdullah (Retired)	-	Independent Non Executive Director
Dato Awang Bemee bin Awang Ali Basah	-	Independent Non Executive Director

To the Shareholders of Sarawak Plantation Berhad

Dear Sir / Madam,

PART I

PROPOSED SHAREHOLDERS' MANDATE

1. INTRODUCTION

On 20 March 2024, an announcement was made to Bursa Malaysia that SPB intends to seek its shareholders' approval on the proposed shareholders' mandate for SPB to enter into RRPT of a revenue or trading nature at the forthcoming AGM.

The purpose of this Circular is to provide the shareholders with the details, financial effects and rationale relating to this proposal which will be tabled as an ordinary resolution at the forthcoming AGM.

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2. PROPOSED SHAREHOLDERS' MANDATE

1. Details of the Proposed Shareholders' Mandate
   SPB, at its last AGM held on 26 May 2023, had obtained a mandate from its shareholders to enter into RRPT from time to time. The authority conferred by the shareholders shall in accordance with the Listing Requirements lapse at the conclusion of the forthcoming AGM unless authority for its renewal is obtained from the shareholders of the Company.
2. Listing Requirements
   Chapter 10 (Part E) paragraph 10.09 of the Listing Requirements allows the Company to seek its shareholders' mandate for its related party transactions involving recurrent transactions of a revenue or trading nature which are necessary for its day to day operations subject to the following:
3. 1. The transactions are in the ordinary course of business and are on terms not more favourable to the related party than those generally available to the public;
   2. The shareholders' mandate is subject to annual renewal and disclosure is made in the Annual Report of the aggregate value of transactions conducted pursuant to the shareholders' mandate during the financial year where the aggregate value is equal to or more than the threshold prescribed under Paragraph 10.09(1);
   3. The listed issuer's circular to shareholders for the shareholders' mandate includes information as may be prescribed by the Exchange. The draft circular must be submitted to the Exchange together with a checklist showing compliance with such information;
   4. In a meeting to obtain the shareholders' mandate, the interested director, interested major shareholder or interested person connected with a director or major shareholder and where it involves the interest of an interested person connected with a director or major shareholder, such director or major shareholder must not vote on the resolution to approve the transactions. An interested director or interested major shareholder must ensure that persons connected with him abstain from voting on the resolution approving the transactions; and
   5. The listed issuer immediately announces to the Exchange when the actual value of a RRPT entered into by the listed issuer exceeds the estimated value of the RRPT disclosed in the circular by 10% or more and must include the information as may be prescribed by the Exchange in its announcement.
4. Principal Activities of SPB and its Group of Companies The principal activity of SPB is investment holding.
   The principal activities of its subsidiaries are as follows:

Name of Subsidiary	Effective Ownership	Principal Activities
	Interest (%)
SPAD	100	Cultivation of oil palm and processing of FFB
SPPH	100	Property Investment
SPSSB	100	Provision of management, agronomic and
		consultancy services
SP Suai	60	Inactive
SPKP	70	Cultivation of oil palm
TOP	100	Inactive

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2. PROPOSED SHAREHOLDERS' MANDATE (continued)

1. Classes of Related Party
   There are 2 classes of parties for which the Proposed Shareholders' Mandate applies, namely:
2. 1. Directors; and
   2. Major Shareholders.
3. Nature and Terms of the RRPT and their Estimated Values
   The details of the nature and terms of the RRPT and their Estimated Values are described in Appendix 1 to this Circular.
4. Details of Sum Due and Owing
   There is no amount due and owing to the Group by its related parties pursuant to the RRPT which exceeds the credit term.
5. Conditions of Shareholders' Mandate
   The shareholders' mandate is subject to annual renewal and shall continue to be in force until:
6. 1. The conclusion of the next AGM of the Company following the general meeting at which the shareholders' mandate was passed, at which it will lapse, unless by a resolution passed at the meeting, the authority is renewed;
   2. The expiration of the period within which the next AGM after the date is required to be held pursuant to Section 340(2) of the Act but shall not extend to such extension as may be allowed pursuant to Section 340(4) of the Act; or
   3. Revoked or varied by resolution passed by the shareholders in general meeting

whichever is the earlier.

A disclosure of the aggregate value of the RRPT conducted pursuant to the shareholders' mandate shall be made in the Annual Report, including a breakdown of the aggregate value of the RRPT made during the financial year where:

1. The consideration, value of assets, capital outlay or costs of the RRPT is RM1 million or more; or
2. The percentage ratios of such RRPT is 1% or more;

whichever is higher.

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2. PROPOSED SHAREHOLDERS' MANDATE (continued)

2.8 Review Procedures in relation to RRPT

SPB has in place a system of internal control which reviews procedures and guidelines and which must be strictly adhered to. This will ensure that transactions with mandated related parties are made on generally acceptable commercial terms not more favourable to the mandated related parties, they are at arm's length basis and are not prejudicial to the interest of the minority shareholders.

The procedures for review of RRPT are as follows:

1. Where provision of services are concerned, the contracted rates are based on the best competitive rate quoted that complies with all the specifications and shall remain so throughout the period of the contract unless varied by the parties in writing;
2. Where sales or purchases are concerned, the contracted rates are based on the best competitive rate quoted that complies with all the specifications and shall remain so throughout the period of the contract unless varied by the parties in writing;
3. At least 2 other contemporaneous transactions with unrelated third parties for similar products / services and / or quantities will be used as comparison, wherever possible, to determine whether the price and terms offered to / by the related parties are fair and reasonable and comparable to those offered to / by other unrelated parties for the same or substantially similar type of products / services and / or quantities;
4. In the event that the quotation or comparative pricing from unrelated parties cannot be obtained, the transaction price will be based on the current market price / rates that are agreed under similar commercial terms for transactions with third parties, business practices and policies on terms which are generally in line with the industry's standard and ensure that the RRPT is not detrimental to SPB or its Group of Companies.
5. The Company's thresholds for the approval of RRPT are as follows:

Limit of Authority per transaction (RM)	Approving Authority
Up to 150,000	Executive Director
Up to 3 million	Executive Director and Chief Operating Officer
Above 3 million	Board of Directors

1. Reports on RRPT and situations that may give rise to conflict of interest situations are compiled and submitted to the Board Audit Committee for its review on a quarterly basis.

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2. PROPOSED SHAREHOLDERS' MANDATE (continued)

2.9 Statement by the Board Audit Committee

The members of the Board Audit Committee are as follows:

Name of Members	Designation	Directorship
Dato Chia Chu Fatt	Chairman	Independent Non Executive Director
BG Dato' Muhammad Daniel bin	Member	Independent Non Executive Director
Abdullah (Retired)
Dato Awang Bemee bin	Member	Independent Non Executive Director
Awang Ali Basah

The Audit Committee reviews the procedures as outlined above annually or as and when deemed necessary and is of the opinion that the Group has in place adequate procedures and processes to monitor, tract and identify RRPT in a timely and orderly manner, are sufficient to ensure that RRPT are not more favourable to the mandated related party than those generally available to the public and are not to the detriment of the minority shareholders.

3. RATIONALE

As the RRPT entered into with the mandated related parties are made on generally acceptable commercial terms not more favourable to the mandated related parties, they are at arm's length and are not prejudicial to the interests of the minority shareholders, it will enhance the business operations of SPB and its Group of Companies. These relationships are forged based on high standards of integrity and intended to propel SPB and its Group of Companies to greater productivity and efficiency.

The Proposed Shareholders' Mandate will also be advantageous to SPB and its Group of Companies because it will enable SPB and its Group of Companies to enter into transactions described in Section 2.5 above in a timely fashion and eliminates the necessity for SPB on each occasion, pursuant to the financial limits imposed under Paragraph 10.08 of the Listing Requirements, to seek the shareholders' approval as and when potential transactions with related parties arise. In this manner, administrative time, inconvenience and costs associated with the convening of such meetings can be substantially reduced yet the corporate objectives of the Group are not adversely affected.

4. FINANCIAL EFFECTS OF THE PROPOSED SHAREHOLDERS' MANDATE

The Proposed Shareholders' Mandate will have no effect on the Issued and Paid Up Share Capital of SPB and is not expected to have any material effect on the net assets of SPB.

5. DIRECTORS' AND MAJOR SHAREHOLDERS' INTEREST IN THE PROPOSED SHAREHOLDERS' MANDATE

The Directors and / or Major Shareholders and the Persons Connected, as named below, are interested in the Proposed Shareholders' Mandate as they are also directors / major shareholders of the companies stated in Appendix 1 to this Circular to Shareholders.

These Directors have and will continue to abstain from all board deliberations and voting pertaining to the Proposed Shareholders' Mandate and together with the Major Shareholders and Persons Connected will not vote in respect of their direct or indirect interests on the resolutions approving the RRPT at the AGM. They have undertaken to ensure that the Persons Connected with them shall abstain from voting on the resolution approving the transaction at the AGM.

5