United Plantations Bhd Shs : Circular to Shareholders

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 independent adviser immediately.

Bursa Malaysia Securities Berhad has not perused this Circular prior to the issuance of this Circular and 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 in reliance upon the whole or any part of the contents of this Circular.

UNITEDPLANTATIONS BERHAD

Company No. 240 - A (Incorporated in Malaysia)

STATEMENT TO SHAREHOLDERS IN RELATION TO PROPOSED RENEWAL OF AUTHORITY FOR THE PURCHASE BY UNITED PLANTATIONS BERHAD OF ITS OWN SHARES

Last date and time for lodgement of Proxy Form : 20 April 2017 at 10.00 a.m Date and time of Annual General Meeting : 22 April 2017 at 10.00 a.m.

Place of Annual General Meeting : Jendarata Estate, 36009 Teluk Intan, Perak

Darul Ridzuan

This Circular is dated 27 February 2017 DEFINITIONS

Except where the context otherwise requires, the following definitions shall apply throughout this Circular (definitions denoting the singular number shall also include the plural number and vice versa and references to gender include both genders and the neuter where applicable):

"AGM" Annual General Meeting

"Act" Malaysian Companies Act, 2016 as amended from time to time and any re- enactment thereof

"Aberdeen" Aberdeen Asset Management PLC (Company No. 82015), a company incorporated in Scotland, and its subsidiaries

" BHL" Brothers Holding Limited ( Company No C56709), a company incorporated in Malta and the holding company of C & M HL

"Board" or "Directors" Board of Directors of United Plantations Berhad "Bursa Securities" Bursa Malaysia Securities Berhad

"CED" Chief Executive Director

"C & M HL" C & M Holdings Limited (Company No.C58355) is a major

shareholder of UIEL. Brothers Holding Limited (BHL) (Company No C56709) is a holding company of C& M HL. Both companies are incorporated in Malta

"EPF" Employees Provident Fund Board

"EPS" Earnings per share

"IPS" International Plantations Services Limited (Company No. 1433B), a company incorporated in Bahamas, and a wholly-owned subsidiary of UIEL.

"Listing Requirements" Main Market Listing Requirements of Bursa Securities

"Major Shareholder" Major shareholder means a person who has an interest or interests in one or more voting shares in a company or the aggregate of the number of those shares, is:-

1. equal to or more than 10% of the aggregate of all the voting shares in the Company; or

2. equal to or more than 5% of the aggregate of all the voting shares in the Company where such person is the largest shareholder of the Company.

For the purposes of this definition, "interest in shares" shall have the meaning given in Section 8 of the Companies Act 2016. The major shareholder shall also include any person who is and was within the preceding 6 months of the date on which the terms of transaction were agreed upon, a major shareholder of the Company or any other company which is its subsidiary or holding company.

DEFINITIONS (continued)

"MVSB" Maximum Vista Sdn. Bhd. (Company No. 416194-H), a company incorporated in Malaysia and a wholly-owned subsidiary of UIEL.

"Net Asset" or "NA" Net Assets

"Perbadanan" Perbadanan Pembangunan Pertanian Negeri Perak

"Proposed Share Buy-Back" Proposed Renewal of Shareholders' Mandate for the purchase by

UP of its own shares of up to ten per centum (10%) of its issued share capital.

"Related Party(ies)" A Director, CED, Major Shareholder or person connected with

such Director, CED or Major Shareholder. For the purpose of this definition, "Director", "CED" and "Major Shareholder" shall have the meaning given in paragraph 10.02 of the Listing Requirements.

"RM" or "Sen" Ringgit Malaysia and Sen respectively "Share(s) or UP Share(s)" Ordinary share(s) in United Plantations Berhad

"UP" or "the Company" United Plantations Berhad (Company No. 240-A) "UP Group" UP and its subsidiary companies

"UIEL" United International Enterprises Limited (Company No. 1431B), a company incorporated in Bahamas.

"2016 Annual Report" Annual Report of UP issued for the financial year ended 31

December 2016

STATEMENT TO SHAREHOLDERS IN RELATION TO PROPOSED RENEWAL OF AUTHORITY FOR THE PURCHASE BY UNITED PLANTATIONS BERHAD OF ITS OWN SHARES