Sarawak Plantation : Circular to Shareholders dated 20 April 2023

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 this Circular in respect of the Proposed Renewal of Existing Shareholder's Mandate for Reccurent Related Party Transactions of a Revenue or Trading Nature and Part II of this Circular in respect of the Proposed Renewal of Authority to Purchase Own Shares of up to 10% of the Issued and Paid-Up Share Capital of Sarawak Plantation Berhad as they are exempt documents.

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	: 24	May 2023 at 10 am
Date and Time of Annual General Meeting	: 26	May 2023 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 20 April 2023

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
Igan Oil Mill	: Igan Oil Mill Sdn. Bhd.
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.
KUB	: KUB Sepadu 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.

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 or 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	37