MSM MALAYSIA HOLDINGS BERHAD

(Company No.: 935722-K) (Incorporated in Malaysia under the Companies Act, 1965)

CIRCULAR TO SHAREHOLDERS

in relation to the

PROPOSED SHAREHOLDERS’ RATIFICATION AND SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE

This Circular is dated 22 May 2012

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. You should rely on your own evaluation to assess the merits and risks of the Proposals (as set out in this Circular).

The Annual General Meeting ("AGM") of MSM Malaysia Holdings Berhad (“MSM Holdings” or the “Company”) has been scheduled to be held at Grand Ballroom, Level B2, Shangri-La Hotel, 11 Jalan Sultan Ismail, 50250 Kuala Lumpur 13 June 2012 at 11.00 a.m. The Notice of the AGM together with the Form of Proxy are set out in the 2011 Annual Report. If you are entitled to attend and vote at the AGM, you may appoint a proxy or proxies to attend and vote on your behalf. If you wish to do so, you must deposit the Form of Proxy at the office of the Share Registrar of the Company, Symphony Share Registrars Sdn Bhd, Level 6, Symphony House, Pusat Dagangan Dana 1, Jalan PJU 1A/46, 47301 Petaling Jaya, Selangor Darul Ehsan not less than 48 hours before the time appointed for the EGM. The lodging of the Form of Proxy will not preclude you from attending and voting in person at the EGM should you subsequently wish to do so. Last day and time for lodging the Form of Proxy : 11 June 2012 at 11.00 a.m Date and time of the AGM : 13 June 2012 at 11.00 a.m

MSM

MM

DEFINITIONS

1

Except where the context otherwise requires, the following definitions shall apply throughout this Circular 2011 Annual Report : The annual report of MSM Holdings for the financial year ended 31

December 2011 Act : Companies Act, 1965, as amended from time to time and any re-

enactment thereof AGM : Annual general meeting Astakonas : Astakonas Sdn Bhd Audit Committee : Our audit committee, presently comprising Raja Anuar Raja Abu

Hassan, Dato’ Hajah Rosni Haji Zahari and Dato’ Zainal Haji Ismail Board : Board of Directors of MSM Holdings Bursa Securities : Bursa Malaysia Securities Berhad (635998-W) CIMB : CIMB Investment Bank Berhad (18417-M) CMSA : Capital Markets and Services Act 2007, as amended from time to time

and any re-enactment thereof Director : Shall have the same meaning given in Section 2(1) of the CMSA and

for the purpose of the Proposals, 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 or a chief executive of our Company, our subsidiary or holding company, in accordance with the definition in Chapter 10 of the Listing Requirements

EGM : Extraordinary general meeting FGVH : Felda Global Ventures Holdings Berhad FGV Perlis : Felda Global Ventures Perlis Sdn Bhd FGV Sugar : Felda Global Ventures Sugar Sdn Bhd FHB : Felda Holdings Berhad FTSB : Felda Trading Sdn Bhd KGFP : Kilang Gula Felda Perlis Sendirian Berhad KPF : Koperasi Permodalan FELDA Malaysia Berhad Listing Date : 28 June 2011, being the date on which the entire issued and paid-up

share capital of MSM Holdings was listed and quoted on the Main Market of Bursa Securities

Listing Requirements

: Main Market Listing Requirements of Bursa Securities, as amended from time to time

LPD : 30 April 2012, being the latest practicable date prior to the printing of

this Circular Major Shareholder : A person who has an interest or interests in one or more voting shares

in a corporation and the nominal amount of that share, or the aggregate of the nominal amounts of those shares, is:

DEFINITIONS

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(a) 10% or more of the aggregate of the nominal amounts of all the voting shares in the corporation; or

(b) 5% or more of the aggregate of the nominal amounts of all the

voting shares in the corporation where such person is the largest shareholder of the corporation.

For the purpose of this definition, “interests in shares” has the

meaning given in Section 6A of the Act. For the purpose of the Proposals, Major Shareholder (as defined

above) 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 any other corporation which is our Company's subsidiary or holding company

MSM : Malayan Sugar Manufacturing Company Bhd MSM Holdings or our Company

: MSM Malaysia Holdings Berhad (Company No.: 935722-K)

MSM Holdings Group or our Group

: MSM Holdings and its subsidiaries

MSM Holdings Share(s) or Share(s)

: Ordinary share(s) of RM0.50 each in MSM Holdings

MSM Properties : MSM Properties Sdn Bhd NA : Net assets Person(s) Connected

: Shall have the same meaning given in Paragraph 1.01, Chapter 1 of the Listing Requirements

Proposals : Collectively, the Proposed Ratification and the Proposed Mandate Proposed Mandate : Proposed shareholders’ mandate for MSM Holdings Group to enter

into RRPTs in the ordinary course of business Proposed Ratification

: Proposed shareholders’ ratification of RRPTs entered into by MSM Holdings Group from the Listing Date until the date of the forthcoming AGM

Related Party(ies) : Our Directors, Major Shareholders and/or Persons Connected to any

of our Directors and/or Major Shareholders RM and sen : Ringgit Malaysia and sen, the lawful currency of Malaysia RRPTs : Transactions entered into or proposed to be entered into by our Group

which involve the interest, direct or indirect, of our Related Parties and which are recurrent, of a revenue or trading nature and which are necessary for day-to-day operations of our Group

Transacting Party(ies)

: A party with which our Company or any our subsidiaries has entered, or may or intend to enter, into a RRPT under the Proposals

DEFINITIONS (Cont’d)

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Unless otherwise stated, the information set out above in relation to the Major Shareholders, Directors and Persons Connected is as at the LPD. All references to "our Company" in this Circular means MSM Malaysia Holdings Berhad, references to "our Group" and "MSM Holdings Group" mean our Company and our subsidiaries. References to "we", "us", "our" and "ourselves" mean our Company, or where the context otherwise requires, our Group. All references to "you" in this Circular mean the shareholders of our Company, unless the context otherwise requires. Words denoting the singular shall 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 and vice versa. Any reference to any enactment in this Circular is a reference to that enactment as for the time being amended or re-enacted. Any discrepancies in the tables included in this Circular between the amounts listed, actual figures and the totals thereof are due to rounding. Any reference to time of day in this Circular is a reference to Malaysian time, unless otherwise stated.

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Page

LETTER TO SHAREHOLDERS IN RELATION TO THE PROPOSALS CONTAINING:

1. INTRODUCTION ……………………………………………………………………………... 5 2. DETAILS OF THE PROPOSALS …………………………………………………………… 6 3. RATIONALE FOR THE PROPOSALS ……………………………………………………... 12 4. EFFECTS OF THE PROPOSALS ………………………………………………………….. 12 5. APPROVAL REQUIRED …………………………………………………………………….. 13 6. INTERESTS OF DIRECTORS AND MAJOR SHAREHOLDERS AND/OR PERSONS

CONNECTED ……………………………………………………………………….………… 13

7. DIRECTORS’ RECOMMENDATION ………………………………………………………. 13 8. AGM ……………………………………………………………………………………………. 14 9. FURTHER INFORMATION ………………………………………………………………….. 14 APPENDICES I. ADDITIONAL INFORMATION ……….……………………………………………………. 15 II. EXTRACT OF THE NOTICE OF THE FIRST ANNUAL GENERAL MEETING

Enclosed

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MSM MALAYSIA HOLDINGS BERHAD (Company No.: 935722-K)

(Incorporated in Malaysia under the Companies Act, 1965)

Registered Office: Level 3, Balai Felda

Jalan Gurney 1 54000 Kuala Lumpur

22 May 2012

Board of Directors: YB Tan Sri Haji Mohd Isa Dato’ Haji Abdul Samad (Chairman/Non-Independent Non-Executive Director) Dato’ Dzulkifli Abd Wahab (Non-Independent Non-Executive Director) Dato’ Sabri Ahmad (Non- Independent Executive Director) Datuk R. Sharifuddin Hizan R. Zainal Abidin (Non-Independent Non-Executive Director) Dato’ Lim Chee Wah (Non-Independent Executive Director) Dato’ Zainal Haji Ismail (Independent Non-Executive Director) YM Raja Anuar Raja Abu Hassan (Independent Non-Executive Director) Dato’ Hajah Rosni Haji Zahari (Independent Non-Executive Director) To: Our Shareholders Dear Sir/Madam PROPOSED SHAREHOLDERS’ RATIFICATION AND SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE

1. INTRODUCTION

1.1 Bursa Securities had vide its letter dated 21 June 2011 granted the Company an extension of

time from the Listing Date up to the date of our forthcoming AGM or EGM, whichever is the earlier, to obtain its shareholders' ratification and shareholders’ mandate for the RRPTs entered into by MSM Holdings Group.

1.2 On 27 March 2012, the Board announced its intention to seek shareholders’ approval for the

proposed shareholders’ ratification and shareholders’ mandate for RRPTs.

1.3 The purpose of this Circular is to provide you with the relevant information pertaining to the Proposals and to seek your approval for the resolutions in connection with the Proposals to be tabled at our forthcoming AGM. The notice of the AGM is set out in the 2011 Annual Report. The extract of the ordinary resolution on the Proposal is enclosed together with this Circular.

YOU ARE ADVISED TO READ THE CONTENTS OF THIS CIRCULAR CAREFULLY BEFORE VOTING ON THE RESOLUTIONS PERTAINING TO THE PROPOSALS TO BE TABLED AT OUR FORTHCOMING AGM.

MSM

MM

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2. DETAILS OF THE PROPOSALS

2.1 Proposals

Paragraph 10.09 of the Listing Requirements provides that a listed issuer may seek shareholders’ mandate for related party transactions which are recurrent, of revenue or trading nature and which are necessary for the day-to-day operations of a listed issuer or its subsidiaries, subject to the following:

(a) 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;

(b) 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 (based on the type of transactions, names of related parties involved in each type of transaction made and their relationship with the listed issuer), where the aggregated value, in relation to a listed issuer with an issued and paid-up share capital of RM60 million and above, is as follows:

(i) the consideration, value of the assets, capital outlay or costs of the

aggregated transactions is RM1 million or more; or

(ii) the percentage ratio of such aggregated transactions is 1%; or

whichever is the higher; (c) in a meeting to obtain 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

(d) the listed issuer immediately announces to Bursa Securities when the actual value of

a recurrent related party transaction entered into by the listed issuer, exceeds the estimated value of such recurrent related party transaction disclosed in the circular by 10% or more and must include the information as may be prescribed by Bursa Securities in its announcement.

Where a listed issuer has procured a shareholders’ mandate pursuant to Paragraph 10.09(2) of the Listing Requirements, the provisions of Paragraph 10.08 of the Listing Requirements will not apply. In the ordinary course of its business, the MSM Holdings Group has entered into certain RRPTs and it is anticipated that the companies within the MSM Holdings Group would, in the ordinary course of business, continue to enter into such transactions with the Related Parties, details of which are set out in Section 2.4 below. It is likely that such transactions will occur with some degree of frequency and could arise at any time. In this regard, the Board proposes to seek shareholders’ ratification for the RRPTs entered/ to be entered into by the MSM Holdings Group from the Listing Date to the date of the forthcoming AGM and a general mandate from our shareholders to enter into arrangements or transactions with Related Parties, which are necessary for the day-to-day operations of the MSM Holdings Group and are based on normal commercial terms, at arm’s length, in the best interests of our MSM Holdings Group, on terms that are not more favourable to our Related Parties than those generally available to the public, and will not be detrimental to our non-interested shareholders.

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2.2 Validity Period of the Proposed Mandate

The Proposed Mandate, if approved at our forthcoming AGM, shall take effect from the date of the passing of the ordinary resolutions proposed at our AGM to approve the Proposed Mandate and is subject to annual renewal. In this respect, the authority conferred by the Proposed Mandate shall only continue to be in force until: (a) the conclusion of our next AGM following our forthcoming AGM at which the

Proposed Mandate is approved, at which time it will lapse, unless by a resolution passed at such general meeting the authority is renewed; or

(b) the expiration of the period within which our next AGM after that date is required to be

held pursuant to Section 143(1) of the Act (excluding however such extension as may be allowed pursuant to Section 143(2) of the Act); or

(c) the Proposed Mandate is revoked or varied by resolution passed by you in a general

meeting, whichever is the earliest (“Proposed Mandate Period”). Thereafter, your approval will be sought for the renewal of the Proposed Mandate at each subsequent AGM or at an EGM that may be held on the same day as the AGM, subject to a satisfactory review by our Audit Committee.

2.3 Principal Activities of the MSM Holdings Group

As at LPD, our principal activity is that of investment and/or holding company whilst the principal activities of our subsidiaries are as follows.

Name of company Effective equity interest Principal activities

MSM 100 Sugar refining, sales and marketing of sugar products and investment holding

KGFP 100 Cane milling and sugar refining.

Subsidiaries of MSM

Astakonas 100 Lorry Transport

MSM Properties 100 The company has not commenced business/dormant

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2.4 Nature of Recurrent Related Party Transactions and Estimated Values

The information of the existing RRPTs and their estimated values entered during the Proposed Ratification period, and to be entered during the Proposed Mandate Period for which shareholders’ ratification and shareholders’ mandate to be sought at the forthcoming AGM to the next AGM are set out in the table below:

Transacting Parties

Nature of Relationship

Nature of Transaction

Proposed Ratification

Proposed Mandate

Category of RRPT

MSM Holdings Group

Related Party

Actual aggregate

value incurred from Listing

Date to 30 April 2012

Estimate aggregate

value to be incurred from 13 June 2012

to 30 June 2013 being

the latest practicable

date to hold the next AGM

(RM’000) (RM’000)

RRPT 1 MSM FTSB Interested Major Shareholder

Sales of sugar from MSM to FTSB

17,044 48,000

KPF(1)

Interested Director

Dato’ Dzulkifli Abd Wahab

(2)

RRPT 2 KGFP FTSB Interested Major Shareholder

Sales of sugar from KGFP to FTSB

1,733 6,000

KPF(1)

Interested Director

Dato’ Dzulkifli Abd Wahab

(2)

Notes:

(1) FTSB is wholly owned by KPF. KPF is a major shareholder of MSM Holdings by virtue of its direct shareholding of 20.06% in MSM Holdings.

(2) Dato’ Dzulkifli Abd Wahab is a director of KPF and FTSB.

(3) There is no outstanding sum due and owing to MSM Holdings by the related parties

pursuant to the RRPTs which exceeds the credit term.

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2.5 Basis of Estimated Value of RRPTs

For the purposes of the Proposed Ratification, we have set out the actual transacted values of the RRPTs from the Listing Date up to and including 30 April 2012, being the latest practicable date before the issuance of the Circular. The estimated transaction values of the RRPTs, for which the Proposed Mandate is being sought, are based on estimated prevailing prices which are or will be formalised in agreements/contracts to be entered into by relevant members of our MSM Holdings Group with the Transacting Parties based on our MSM Holdings Group’s usual levels of transaction and on the projected business volume from the date of our forthcoming AGM to our next AGM. The actual value of transactions may, however, vary from the estimated value disclosed in Section 2.4 of this Circular if there should occur any changes in the business, economic and/or competitive environment or due to fluctuations of raw sugar prices or changes in government subsidy. Nevertheless, if the Proposed Mandate is approved, disclosure will be made in accordance with the Listing Requirements in the annual report of our Company for the financial year which will end on 31 December 2012 of the aggregate value of transactions conducted pursuant to the Proposed Mandate as approved during the financial year.

2.6 Threshold of Authority

There is no specific threshold for approval of the RRPTs within the MSM Holdings Group. However, all RRPTs are subject to the approval of the Board. Where any Director has any interest (direct or indirect) in any RRPTs, such Director shall abstain from deliberation and voting on the matter. If it is determined that the guidelines and/or procedures stipulated in Section 2.8 of this Circular, are inadequate and to ensure that:

(a) RRPTs will be conducted on an arms’ length basis and on normal commercial terms

which are not more favourable to the Related parties than those generally available to the public; and

(b) such transaction will not be detriment to the minority shareholders of the Company or prejudicial to the interest of the shareholders,

the Company will obtain a fresh shareholders’ mandate.

2.7 Benefits to our Group

The supply of sugar from MSM Holdings Group as set out in Section 2.4 of this Circular is to be provided by the relevant members of our MSM Holdings Group in their ordinary course of business, and on our MSM Holdings Group’s normal commercial terms and on terms which will be no more favourable to the Transacting Parties than those generally available to the public. These transactions are beneficial to our MSM Holdings Group as they represent an additional source of income for our MSM Holdings Group, and our operations are efficiently managed through the utilisation of our Related Parties’ expertise and resources. Your Board is of the view that the close working relationships and co-operation with the Transacting Parties will allow our Group to be more competitive in the provision of sale of sugar and other business related services.

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2.8 Review procedures for the RRPTs

Our MSM Holdings Group has established the following procedures and guidelines and internal controls to ensure that RRPTs have been or will be entered into on normal commercial terms and on terms which are or will not be more favourable to the Transacting Parties than those generally available to third parties dealing at arm's length and are not or will not be to the detriment of our Company's non-interested shareholders:

(a) The transaction prices are based on prevailing market rates/prices that are agreed

upon under similar commercial terms for transactions with third parties, business practices and policies and on terms which are generally in line with industry norms;

(b) All RRPTs to be entered into shall be on normal commercial terms and on terms that will be consistent with our Group's usual business practices and policies;

(c) The Audit Committee is to provide a statement that is has reviewed the terms of the RRPTs to ensure that such transactions are undertaken based on terms not more favourable to the Related Parties than those generally available to the public, are not detrimental to the minority shareholders and are in the best interest of the MSM Holdings Group;

(d) In the event that a member of the Audit Committee or Board has an interest and/or

deemed interest in any particular RRPT, he or she shall declare his or her interest in the RRPT and will have to refrain from any deliberation and also abstain from voting on the matter at the Audit Committee meeting or Board meeting in respect of that RRPT;

(e) Records of RRPTs will be retained and compiled by the Group accountant for submission to the auditors and the Audit Committee for review;

(f) A quarterly report on all RRPTs transacted in that quarter will be produced to the

Audit Committee for its reference; (g) The Audit Committee shall review the Internal Audit Reports on a yearly basis to

ascertain that the guidelines and the procedures established to monitor RRPTs are complied with;

(h) If the Audit Committee is of the view that the abovementioned procedures are insufficient to ensure that RRPTs are undertaken on an arm's length basis and on normal commercial terms and on terms that are not more favourable to the Transacting Party than those generally available to third parties dealing at arm's length during their periodic review of the procedures, the Audit Committee has the discretion to request for additional procedures to be imposed on all RRPTs;

(i) Directors who have any interest in any RRPTs shall abstain from Board deliberations

and voting and will ensure that they and any Persons Connected with them will also abstain from voting on the resolution at the EGM or AGM to be convened for the purpose;

(j) Disclosures will be made in the annual report of the breakdown of the aggregate

value of the RRPTs during the financial year, amongst others, based on the following information:-

(a) type of the RRPTs made; and

(b) the names of the Related Parties involved in each type of the RRPTs made

and their relationship with the MSM Holdings Group;

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(k) 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 third parties for the same or substantially similar type of products/services and/or quantities. In the event that quotation or comparative pricing from unrelated third parties cannot be obtained, the transaction price will be based on prevailing market rates/prices that are agreed upon under similar commercial terms for transactions with third parties, business practices and policies and on terms which are generally in line with industry norms in order to ensure that the RRPT is not detrimental to MSM Holdings or the MSM Holdings Group of companies; and

(l) It is our Company's policy to ensure that all of our transactions regardless of whether they are RRPTs or not, carried out in the best interests of our Company.

2.9 Statement by Audit Committee

The Audit Committee is of the view that the review procedures and processes for the RRPTs as set out in Section 2.8 above are:

(a) adequate and sufficient to monitor, track and identify RRPTs in a timely and orderly

manner and that these procedures and processes are reviewed annually; and (b) sufficient to ensure that the RRPTs will are entered into on normal commercial terms

and on terms which are not more favourable to the Transacting Parties than those generally available to third parties dealing at arm's length and are not to the detriment of our Company's non-interested shareholders.

2.10 Disclosure of RRPTs

Disclosure has been made in the announcement made to Bursa Securities in relation to income statement ended 31 December 2011 of our Company for the financial year ended 2011 of, amongst others, the aggregate value of RRPTs conducted pursuant to the Proposed Ratification from the Listing Date up to and including 13 June 2012, where:

(a) the consideration, value of the assets, capital outlay or costs of the aggregated

RRPTs is RM1 million or more; or (b) the percentage ratio of such aggregated RRPTs is 1% ;or whichever is the higher.

Disclosure will be made in the annual report of our Company of, among others, the aggregate value of RRPTs conducted pursuant to the Proposed Mandate during the financial year where:

(a) the consideration, value of the assets, capital outlay or costs of the aggregated

RRPTs is RM1 million or more; or (b) the percentage ratio of such aggregated RRPTs is 1%;or whichever is the higher. In making the aforementioned disclosure in the annual report of our Company, we shall include a breakdown of the aggregate value of the RRPTs based on the type of transactions, the names of the Related Parties involved and their relationships with our Group.

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Disclosure will also be made in our annual report for each of the subsequent financial years during which the Proposed Mandate shall remain in force. If the actual value of a RRPT exceeds the estimated value of the RRPT disclosed in this Circular by 10% or more our Company will make an immediate announcement, which will include the information as may be prescribed, to Bursa Securities.

2.11 Validity Period of the Proposed Mandate

The Proposed Mandate, if approved at our forthcoming AGM, shall take effect from the date of the passing of the ordinary resolutions proposed at our AGM to approve the Proposed Mandate and is subject to annual renewal. In this respect, the authority conferred by the Proposed Mandate shall only continue to be in force until:

(a) the conclusion of our next AGM following our forthcoming AGM at which the

Proposed Mandate is approved, at which time it will lapse, unless by a resolution passed at such general meeting the authority is renewed; or

(b) the expiration of the period within which our next AGM after that date is required to be

held pursuant to Section 143(1) of the Act (excluding however such extension as may be allowed pursuant to Section 143(2) of the Act); or

(c) the Proposed Mandate is revoked or varied by resolution passed by you in a general

meeting, whichever is the earliest. Thereafter, your approval will be sought for the renewal of the Proposed Mandate at each subsequent AGM or at an EGM that may be held on the same day as the AGM, subject to a satisfactory review by our Audit Committee.

3. RATIONALE FOR THE PROPOSALS

The Proposed Ratification serves to ratify the RRPTs entered into by our Group from the Listing Date up to the date of our forthcoming AGM at which shareholders’ ratification is proposed to be obtained. The Proposed Mandate, subject to annual review, will enable members of our Group to carry out RRPTs necessary for their day-to-day operations and will eliminate the need to frequently make announcements to Bursa Securities, convene separate general meetings and/or seek your approval from time to time as and when RRPTs which are comprised within the Proposed Mandate shall arise. In this respect, the Proposed Mandate is intended to save administrative time and expenses which could be better utilised by our Group to pursue its corporate objectives and realise business opportunities in a more timely and effective way.

4. EFFECTS OF THE PROPOSALS

The Proposals are not expected to have any effect on the issued and paid-up share capital and our substantial shareholders' shareholdings in our Company and is not expected to have any material effect on the earnings, NA and gearing of our Group. However, the Proposals are in relation to transactions which are of a revenue or trading nature and which form an integral part of our Group's day-to-day operations and hence, they contribute to our financial performance.

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5. APPROVAL REQUIRED

The Proposals are subject to your approval being obtained at our forthcoming AGM.

6. INTERESTS OF DIRECTORS AND MAJOR SHAREHOLDERS AND/OR PERSONS

CONNECTED

The direct and indirect interests of the Directors and Major Shareholders of MSM Holdings deemed interested in the Proposals as at LPD are as follows:

Shareholdings in MSM Holdings

Name Direct Indirect

No. of MSM Holdings

Shares %

No. of MSM Holdings

Shares %

Directors

Dato’ Dzulkifli Abd Wahab 20,000 0.00 - -

Major Shareholders

KPF 141,040,952 20.06 - -

Director (i) Dato’ Dzulkifli Abd Wahab is the non-independent non-executive director of MSM

Holdings and KPF Major Shareholder (i) KPF is a major shareholder of MSM Holdings

Therefore, Dato’ Dzulkifli Abd Wahab and KPF are deemed to be interested in RRPT 1 and, KPF is deemed interested in RRPT 2. Dato’ Dzulkifli Abd Wahab has abstained and will continue to abstain from deliberations at the relevant Board meetings of MSM Holdings to consider RRPT 1 and RRPT 2. He will also abstain and has undertaken to ensure that persons connected to him will abstain from voting in respect of their direct and indirect interests in MSM Holdings on the resolution pertaining to RRPT 1 and RRPT 2. The interested major shareholder, KPF, will abstain and have undertaken to ensure that persons connected to them will abstain from voting in respect of their direct and indirect interests in MSM Holdings in relation to RRPT 1 and RRPT 2. Save as disclosed above, none of the other Directors and/or Major Shareholders of MSM Holdings and/or persons connected to the Directors or Major Shareholders of MSM Holdings have interests, direct or indirect in the Proposals.

7. DIRECTORS’ RECOMMENDATION

Having considered all aspects of the Proposals, your Board (save for the interested Director in the Proposals as identified in Section 6 above and who hence express no opinion thereon), is of the opinion that the Proposals are in the best interests of our Company.

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Accordingly, you Board (save for the interested Director in the Proposals as identified in Section 6 above) recommends that you vote in favour of the ordinary resolutions pertaining to the Proposals to be tabled at our forthcoming AGM.

8. AGM

Our First AGM will be held on 13 June 2012, at Grand Ballroom, Level B2, Shangri-La Hotel, 11, Jalan Sultan Ismail, 50250 Kuala Lumpur at 11.00 a.m for the purpose of considering and, if thought it, passing the ordinary resolutions as set out in the notice of our AGM herein to approve and give effect to the Proposals. You may appoint a proxy or proxies to attend and vote on your behalf. If you wish to do so, you must deposit the original Form of Proxy with our Share Registrar, Symphony Share Registrars Sdn Bhd, Level 6, Symphony House, Pusat Dagangan Dana 1, Jalan PJU 1A/46, 47301 Petaling Jaya, Selangor Darul Ehsan not less than 48 hours before the time appointed for the AGM. However, the lodging of the Form of Proxy will not preclude you from attending and voting in person at the AGM should you subsequently wish to do so.

9. FURTHER INFORMATION

You are requested to refer to the Appendix for further information.

Yours faithfully For and on behalf of the Board of MSM Malaysia Holdings Berhad YB Tan Sri Haji Mohd Isa Dato’ Haji Abdul Samad Chairman /Non-Executive Non-Independent Director

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APPENDIX I ADDITIONAL INFORMATION 1. DIRECTOR’S RESPONSIBILITY STATEMENT

This Circular has been seen and approved by the Directors of MSM Holdings and they collectively and individually accept full responsibility for the accuracy of the information given and confirm that, after making all reasonable enquiries, and to the best of their knowledge and belief there are no other facts the omission of which would make any statement in this Circular misleading.

2. MATERIAL CONTRACTS Save as disclosed below, as at the date of this Circular, neither the Company nor any of its subsidiaries have entered into any material contract (not being contracts entered into in the ordinary course of business) within two (2) years immediately preceding the date of this Circular: 2.1 Business transfer agreement dated 21 March 2011 between FGV Perlis and KGFP

for the purchase of the business of FGV Perlis excluding certain assets and liabilities as specified in the business transfer agreement by KGFP for a purchase consideration of RM76,824,047 upon such terms and subject to the conditions contained therein to be satisfied by the issuance of 25,354,500 new ordinary shares of RM1.00 each issued and credited as fully paid up in the share capital of KGFP at an issue price of approximately RM3.03 per share to FGVH, as the nominee of FGV Perlis;

2.2 Share purchase agreement dated 1 April 2011 between FGV Sugar, KPF and MSM Holdings whereby FGV Sugar and KPF agreed to sell and MSM Holdings agreed to purchase 36,360,000 ordinary shares of RM1.00 each and representing 10% of the issued and paid up capital in MSM at a total purchase consideration of RM175,856,000 upon such terms and subject to conditions therein contained, to be satisfied by the issuance of 351,712,000 new ordinary shares of RM0.50 each issued and credited as fully paid up in the share capital of MSM Holdings to FGV Sugar and KPF;

2.3 Share purchase agreement dated 1 April 2011 between FGVH, FHB and MSM

Holdings whereby FGVH and FHB agreed to sell and MSM Holdings agreed to purchase 37,354,500 ordinary shares of RM1.00 each and representing 100% of the issued and paid up capital in KGFP at a total purchase consideration of RM113,133,900 upon such terms and subject to conditions therein contained, to be satisfied by the issuance of 226,267,800 new ordinary shares of RM0.50 each issued and credited as fully paid up in the share capital of MSM Holdings to FGVH and FHB;

2.4 Retail underwriting agreement dated 23 May 2011 between MSM Holdings, FGVH,

CIMB Bank Berhad and Maybank Investment Bank Berhad (collectively as the joint managing underwriters), AmInvestment Bank Berhad, HwangDBS Investment Bank Berhad, MIDF Amanah Investment Bank Berhad, OSK Investment Bank Berhad and RHB Investment Bank Berhad (collectively as the joint underwriters) to underwrite the retail offering shares comprising of 28,120,000 new ordinary shares of RM0.50 each in MSM Holdings, issued under the retail offering in conjunction with the listing of MSM Holdings on the Main Market of Bursa Securities (“MSM Holdings Retail Offering”), at a managing underwriting and underwriting commission of 0.5% and 1.2%, respectively based on the value of the MSM Holdings Retail Offering (being the number of underwritten shares multiplied by the retail price of RM3.38);

2.5 Separate lock-up agreements dated 20 May 2011 between MSM Holdings, FGVH,

FGV Sugar and CIMB Bank Berhad (as the sole global co-ordinator and joint bookrunner) and Maybank Investment Bank Berhad (as joint bookrunner) whereby

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MSM Holdings acting as the lock-up party, had agreed to the lock-up restrictions imposed on the MSM Holdings shares to be listed vide the initial public offering of up to 234,564,700 ordinary shares of RM0.50 each (or any interest therein) for the period commencing from the date of the lock-up agreements until the date falling 180 days after the date of the listing of MSM Holdings; and

2.6 Placement agreement dated 15 June 2011 between MSM Holdings, FGVH, CIMB

Bank Berhad and Maybank Investment Bank Berhad (collectively as the joint bookrunners) in relation to the placement of 206,444,700 ordinary shares of RM0.50 each in MSM Holdings under the institutional offering in conjunction with the listing of MSM Holdings on the Main Market of Bursa Securities to institutional investors at the institutional price of RM3.50 at an agreed placement and discretionary fee.

3. MATERIAL LITIGATION, CLAIMS OR ARBITRATION As at the date of this Circular, neither MSM Holdings nor any of its subsidiaries are engaged in any material litigation, claim or arbitration, either as plaintiff or defendant, and the Board is not aware and do not have any knowledge of any proceedings pending or threatened against MSM Holdings and/or its subsidiaries, or of any fact likely to give rise to any proceedings, which might materially and adversely affect the financial position or business of MSM Holdings and/or its subsidiaries.

4. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection at the registered office of MSM Holdings at Level 3, Balai Felda, Jalan Gurney 1, 54000 Kuala Lumpur, Malaysia during normal business hours (except public holiday for a period from the date of this Circular up to and including the date of the AGM:-

(a) Memorandum and Articles of Association of the Company;

(b) The audited consolidated financial statements of MSM Holdings for the past financial

year ended 31 December 2011; and

(c) The material contracts referred to in Section 2 above.

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APPENDIX II MSM MALAYSIA HOLDINGS BERHAD

(Company No. 935722-K) (Incorporated in Malaysia)

EXTRACT OF THE NOTICE OF THE FIRST ANNUAL GENERAL MEETING

As Special Business Resolution 9 PROPOSED SHAREHOLDER’S RATIFICATION AND PROPOSED SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS (“RRPT”) OF A REVENUE OR TRADING NATURE (“PROPOSED MANDATE”) “THAT all RRPTs of a revenue or trading nature entered into by the Company, its subsidiaries or any of them with the Related Parties from the date of listing of the Company, i.e. 28 June 2011 up to the date of the first annual general meeting (“AGM”) were undertaken in the ordinary course of business, on arm’s length basis, on normal commercial terms which were not more favourable to the related party than those generally available to the public and were not detrimental to the minority shareholders of the Company, particulars of which are set out in Section 2.4 of the Circular to Shareholders dated 22 May 2012 (“Circular”), be and is hereby approved, confirmed and ratified; “THAT authority be and is hereby given in line with Rule 10.09 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, for the Company, its subsidiaries or any of them to enter into any of the transactions falling within the types of RRPT, particulars of which are set out in Section 2.4 of the Circular, with the Related Parties as described in the Circular, provided that such transactions are of revenue and/or trading nature, which are necessary for the day-to-day operations of the Company and/or its subsidiaries, within the ordinary course of business of the Company and/or its subsidiaries, made on arm’s length basis and on normal commercial terms which were not more favourable to the related party than those generally available to the public and are not detrimental to the minority shareholders of the Company; AND THAT such authority shall commence immediately upon passing of this ordinary resolution and continue to be in force until:- a. the conclusion of the next AGM of the Company following this AGM at which the ordinary

resolution for the Proposed Mandate for RRPT is approved, at which time it will lapse, unless the authority is renewed by a resolution passed at the next AGM; or

b. the expiration of the period within which the next AGM after that date is required by law to be

held; or

c. revoked or varied by resolution passed by the shareholders of the Company in a general meeting of the Company,

whichever is the earlier; AND FURTHER THAT authority be and is hereby given to the Directors of the Company and its subsidiaries to complete and do all such acts and things (including executing such documents as may be required) as they may consider expedient or necessary to give effect to such transactions as authorised by this resolution.”