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.

The 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 in reliance upon the whole or any part of the contents of this Circular.

FAR EAST HOLDINGS BERHAD

(14809-W)
(Incorporated in Malaysia)

CIRCULAR TO SHAREHOLDERS

in relation to the

• PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE IN RESPECT OF

RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING
NATURE

The above proposal will be tabled as Special Business at the Company’s 35th Annual General Meeting. Notice of
the 35th Annual General Meeting of Far East Holdings Berhad to be held at MS Garden Hotel, Lot 5 & 10,
Lorong Gambut, Off Jalan Beserah, 25300 Kuantan, Pahang Darul Makmur on Wednesday, 27 May 2009 at
2.30 p.m. together with the Form of Proxy are set out in the Annual Report of the Company for the financial year
ended 31 December 2008.

A Proxy Form is enclosed which you are urged to complete and return in accordance with the instructions thereon
as soon as possible so as to arrive at Far East Holdings Berhad, Suite 5 & 6, Tingkat 8, Kompleks Teruntum,
25000 Jalan Mahkota, Kuantan, Pahang not later than forty eight (48) hours before the time set for holding the
meeting. The lodging of the Proxy Form will not preclude you from attending and voting in person at the meeting
should you subsequently wish to do so.

Last date and time for lodging the Form of Proxy : 25 May 2009 at 2.30 p.m.
Date and time of the 35th Annual General Meeting : 27 May 2009 at 2.30 p.m.

This Circular is dated 5 May 2009

DEFINITIONS

In this Circular and the accompanying appendices, the following abbreviations shall have the following
meanings unless otherwise stated:

“Act” : The Malaysian Companies Act, 1965 as amended from time to

time and any re-enactment thereof

“AGM” : Annual General Meeting

“Board” : The Board of Directors of FEHB

“BSOP” : B.S. Oil Palm Plantations Sdn Bhd (11201-W), a wholly-

owned subsidiary of FEHB

“Bursa Securities” : Bursa Malaysia Securities Berhad (635998-W)

“CPO” : Crude Palm Oil

“DOPP” : Dawn Oil Palm Plantations Sdn Bhd (11200-X), a wholly-

owned subsidiary of FEHB

“Directors” : The Directors for the time being of FEHB, and shall have the
same meaning as in Section 4 of the Companies Act

Includes any person who is or was within the preceding six (6)
months of the date on which the terms of the transactions were
agreed upon, a Director of FEHB or any other company which
is its subsidiary or holding company or a chief executive
officer of the listed issuer, its subsidiary or holding company

“EGM” : Extraordinary General Meeting

“EPOM” : Endau Palm Oil Mills Sdn Bhd (450858-P)

“FEHB” or “the Company” : Far East Holdings Berhad (14809-W)

“FEHB Group” or “the Group” : FEHB and its subsidiary companies

“FFB” : Fresh fruit bunches

“KAOP” : Kampong Aur Oil Palm Company (Sdn.) Berhad (7017-X), a

82.84% owned subsidiary of FEHB

“Kilang Sawit Sawira” : Kilang Sawit Sawira Sdn Bhd (281926-P)

“KKSB” : Kilang Kosfarm Sdn Bhd (189319-K), a 51% owned

subsidiary of FEHB

“Kosma” : Koperasi Serbausaha Makmur Berhad, a co-operative society

established under the Co-operative Society Act 1993 (formerly
known as Koperasi Kosma Berhad)

“LKPP” : Lembaga Kemajuan Perusahaan Pertanian Negeri Pahang

“LKPP Corp” : LKPP Corporation Sdn Bhd (199769-V)

“PGC” : PGC Management Services Sdn Bhd (648528-P)

“Major Shareholder”
: A person who has an interest or interests in one or more voting
shares in a company and the nominal amount of that share, or
the aggregate of the nominal amounts of those shares, is:-
(a) equal to or more than 10% of the aggregate of the
nominal amounts of all the voting shares in the company;
or
(b) equal to or more than 5% of the aggregate of the nominal
amounts of all the voting shares in the company where
such person is the largest shareholder of the company.
For the purpose of this definition, “interest in shares” shall
have the same meaning given in Section 6A of the Companies
Act
Includes any person who is or was within the preceding six (6)
months of the date on which the terms of the transactions were
agreed upon, a major shareholder of FEHB or any other
company which is its subsidiary or holding company

“Shareholders’ Mandate” : Proposals by the Company to renew the shareholders’ mandate

for the Company to enter into recurrent related party
transactions of a revenue or trading nature

“Mandated Related Parties” : KKSB, WWSB, PTSB, PPOM, RPOM, EPOM, PGC,
PPOPM, KOSMA, LKPP Corp. and Kilang Sawit Sawira

“MPOB” : Malaysian Palm Oil Board

“Persons Connected” : This shall have the same meaning as in Paragraph 1.01 of
the Listing Requirements

“PPOM” : Prosper Palm Oil Mill Sdn Bhd (37206-D)

“PPOPM” : Prosper Palm Oil Product Marketing Sdn Bhd (312061-M)

““PTSB” : Prosper Trading Sdn Bhd (144561-U)

“Related party(ies)” : A Director, Major Shareholder or a Person Connected with

such Director or Major Shareholder who is interested in a
RRPTs. For the purpose of this definition, “Director” and
“Major Shareholders” shall have the same meanings as above

“Related party transaction” : A transaction entered into by the listed issuer or its
subsidiaries, which involves the interest, direct or indirect, of a
related party

“RM” and “sen” : Ringgit Malaysia and sen respectively

“RPOM” : Rompin Palm Oil Mill Sdn Bhd (288511-T)

“SC” : Securities Commission

“WWSB” : Wujud Wawasan Sdn Bhd (716234-P)

 CONTENTS

LETTER FROM THE BOARD TO THE SHAREHOLDERS IN RELATION TO THE PROPOSED

RENEWAL OF THE SHAREHOLDERS’ MANDATE

PAGE
1 INTRODUCTION 1
2 DETAILS OF THE PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE
- Introduction 2
- Class of Related Parties 3
- Directors’ and Major Shareholders Interests and Person Connected 6
- Terms and Nature of the Recurrent Related Party Transactions 7
- Disclosure and Review Procedures for the RRPTs 8
- Rationale for the Proposed Renewal of Shareholders’ Mandate 9
- Statement by the Audit Committee 10
3 VALIDITY PERIOD OF THE PROPOSED RENEWAL OF SHAREHOLDERS’ 10
MANDATE

4 FINANCIAL EFFECT OF THE PROPOSED RENEWAL OF SHAREHOLDERS’ 10

MANDATE

5 CONDITIONS 10
6 DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS
- Major Shareholders of FEHB and persons connected to them 11
- Directors of FEHB and persons connected to them 11
- Person Connected 12
7 STATUTORY AND OTHER GENERAL INFORMATION 12
8 ANNUAL GENERAL MEETING 12
9 DIRECTORS’ RECOMMENDATION 13
APPENDIX
- FURTHER INFORMATION 14
 FAR EAST HOLDINGS BERHAD
(14809-W)
(Incorporated in Malaysia)

Registered Office :
Suite 5 & 6, Tingkat 8,
Kompleks Teruntum,
Jalan Mahkota , 25000 Kuantan,
Pahang Darul Makmur

5 May 2009

Board of Directors

YH Dato’ Kamaruddin bin Mohammed (Chairman, Non Independent Non Executive Director)
YH Dato’ Md. Adnan bin Sulaiman (Non Independent Non Executive Director)
Mr Tee Kim Tee @ Tee Ching Tee (Non Independent Non Executive Director)
Mr Tee Cheng Hua (Non Independent Executive Director)
Encik Nowawi bin Abdul Rahman (Non Independent Executive Director)
Mr Tee Lip Hian ((Non Independent Non Executive Director)
Cik Sharina Bahrin (Independent Non Executive Director)
En Khairul Azahar bin Ariffin (Independent Non Executive Director)
Ms Ng Yee Kim (Independent Non Executive Director)

To the Shareholders of Far East Holdings Berhad

Dear Shareholders

FAR EAST HOLDINGS BERHAD

• PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR THE FEHB GROUP
TO ENTER INTO RRPTs

1. INTRODUCTION

1.1 On 4 June 2008, the Company had at the Annual General Meeting, obtained a
Shareholders’ Mandate from its shareholders for the Company and/or its subsidiaries to
enter into RRPTs of a revenue or trading nature, which are necessary for FEHB Group’s
day to day operations and are in the ordinary course of business and on terms that are no
more favourable to the Related Party than those generally available to the public.

1.2 FEHB had on 3 April 2009 announced that it proposed to seek the shareholders’
approval at the forthcoming AGM to be convened in relation to:

ƒ proposed renewal of the Shareholders’ Mandate to allow FEHB Group to enter into
RRPTs provided that such transactions are made at arm’s length, in the ordinary
course of business and on normal commercial terms which are not more favourable
to the Related Party than those generally available to the public and are not to the
detriment of the minority shareholders.

1
 THE PURPOSE OF THIS CIRCULAR IS TO PROVIDE YOU WITH THE RELEVANT
INFORMATION RELATING TO THE RENEWAL OF SHAREHOLDERS’ MANDATE
TO BE OBTAINED, AND TO SET OUT THE VIEW OF YOUR BOARD AS WELL AS
TO SEEK YOUR APPROVAL FOR THE RESOLUTION WHICH WILL BE TABLED
AT THE FORTHCOMING 35TH AGM TO BE CONVENED. A NOTICE OF THE 35TH
AGM TOGETHER WITH THE PROXY FORM ARE ENCLOSED HEREWITH IN THE
ANNUAL REPORT OF THE COMPANY FOR THE FINANCIAL YEAR ENDED 31
DECEMBER 2008.

Shareholders are advised to read the contents of this Circular carefully before voting on the
relevant resolution to approve the renewal of Shareholders’ Mandate.

2. DETAILS OF THE PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE

2.1 Introduction

At the last AGM held on 4 June 2008, the shareholders of the Company had approved
the Shareholders’ Mandate to allow the Company and/or its subsidiary companies, in
their normal course of business, to enter into Recurrent Related Party Transactions of a
revenue or trading nature with related parties which are necessary for its day-to-day
operations on terms not more favourable to the related party than those generally
available to the public and are not to the detriment of the minority shareholders of the
Company.

Pursuant to Paragraph 10.09 of the Listing Requirements, a listed issuer may seek a
Shareholders’ Mandate in respect of RRPTs of a revenue nature, which are necessary for
its day-to-day operations, 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 to be

made in the annual report of the Company of the aggregate value of transactions
conducted pursuant to the RRPTs’ during the financial year; and

(c) in a meeting to obtain Shareholders’ Mandate, the interested directors, interested

major shareholders and interested persons connected with a director or major
shareholder and where it involves the interest of an interested person connected
with a director or a major shareholder, such director or major shareholder, must
not vote on the resolution approving the transactions. An interested director or
interested major shareholder must also ensure that persons connected with him
abstains from voting on the resolution approving the transaction.

In complying with this requirement, the Board is now seeking a renewal of Shareholders’
Mandate to authorise such transactions which are necessary for its day-to-day operation
and are in the ordinary course of business.

Details of these RRPTs, which are in accordance with subparagraph 10.09(1) of the
Listing Requirements, are set out in the ensuing sections.

2
2.2 Class of Related Parties

2.2.1 The principal activities of the Company are cultivation of oil palms, productions
and sales of fresh fruit bunches, crude palm oil and palm kernel and investment
holdings. The principal activities of the Company’s subsidiaries and its related
companies are disclosed below:

Name Nature of Relationship Date and Place of Principal Activities

Incorporation
KKSB FEHB directly holds 51%* 13.11.1989 Operating of palm oil mill
equity interest in KKSB Malaysia

WWSB KKSB directly holds 51%* 29.11.2005 Operating of palm oil mill
equity interest in WWSB Malaysia

PTSB PTSB is a major shareholder of 09.09.1985 Operating of palm kernel

FEHB that holds 24.69%* Malaysia mill
equity interest in FEHB

PPOM FEHB directly holds 40.00%* 13.01.1978 Operating of palm oil mill
equity interest in PPOM Malaysia and cultivation of oil palm

RPOM PPOM directly holds 30%* 28.01.1994 Operating of palm oil mill
equity interest in RPOM Malaysia

EPOM PTSB directly holds 32%* 23.10.1997 Operating of palm oil mill
equity interest in EPOM Malaysia

PGC KKSB directly holds 30%* 10.04.2004 Management Services in

equity interest in PGC Malaysia palm oil plantations and
marketing of sales and
purchases of CPO

PPOPM PPOM directly holds 30%* 18.08.1994 Trading and Marketing

equity interest in PPOPM Malaysia agent

KOSMA KOSMA is a shareholder of 04.12.1967 Operating of palm oil mill

WWSB that holds 49%* equity (Incorporated
interest in WWSB. under Cooperative
Act 1993)
Malaysia

LKPP Corp. LKPP Corp. holds 6.21%* 21.06.1990 Operating of palm oil mill
equity interest in FEHB. LKPP Malaysia
Corp is a wholly owned
subsidiary of LKPP. LKPP is a
major shareholder of FEHB that
holds 26.24%* equity interest in
FEHB.

Kilang Sawit KKSB indirectly holds 31.50%* 18.11.1993 Operating of palm oil mill
Sawira stake in Kilang Sawit Sawira Malaysia
via its associated company i.e.
Jaspurna Sdn Bhd

* As at 17 April 2009

3
 2.2.1 Pursuant to paragraph 10.02 of the Listing Requirements, the parties related to
the FEHB Group, which have recurrent transactions of a revenue or trading
nature with the Group are as follows:

(i) Sales of fresh fruit bunches:

Estimated Aggregate
Value from the date of the
forthcoming AGM to the
Related next AGM**
Party RM’000 Nature of Transaction Method of Pricing
KKSB 124,393 Sales of FFB by FEHB to Based on forward sales
KKSB and MPOB pricing
WWSB 28,713 Sales of FFB between Based on forward sales
KKSB and WWSB and MPOB pricing
PPOM 912 Sales of FFB by KKSB to Based on forward sales
PPOM and MPOB pricing
RPOM 58,233 Sales of FFB by FEHB Based on forward sales
and KKSB to RPOM and MPOB pricing
EPOM 441 Sales of FFB by FEHB Based on forward sales
and KKSB to EPOM and MPOB pricing
LKPP Corp. 1,304 Sales of FFB by FEHB to Based on MPOB pricing
LKPP Corp.

** Estimated aggregate value was based on amount transacted for the financial year
ended 31 December 2008 and will vary with the fluctuation of oil palm prices and
production during the year. The validity period of the Proposed Shareholders’
Mandate is disclosed in Section 3.0 of this Circular.

(ii) Purchases of fresh fruit bunches:

Estimated Aggregate
Value from the date of
the forthcoming AGM to
Related the next AGM**
Party RM’000 Nature of Transaction Method of Pricing
FEHB 124,393 Purchases of FFB by Based on forward sales and
KKSB from FEHB MPOB pricing
KKSB 28,713 Purchases of FFB Based on forward sales and
between KKSB and MPOB pricing
WWSB
PPOM 956 Purchases of FFB by Based on forward sales and
KKSB from PPOM MPOB pricing
RPOM 35,630 Purchases of FFB by Based on forward sales and
KKSB from RPOM MPOB pricing
KOSMA 127,011 Purchases of FFB by Based on MPOB pricing
WWSB from KOSMA

** Estimated aggregate value was based on amount transacted for the financial year
ended 31 December 2008 and will vary with the fluctuation of oil palm prices and
production during the year. The validity period of the Proposed Shareholders’
Mandate is disclosed in Section 3.0 of this Circular.

4
 (iii) Sales of CPO and Palm Kernel
Estimated Aggregate
Value from the date of
the forthcoming AGM to
Related the next AGM**
Party RM’000 Nature of Transaction Method of Pricing
KKSB 6,863 Sales of CPO by KKSB Based on the contract
to WWSB price
WWSB 22,361 Sales of CPO by WWSB Based on the contract
to KKSB price
PTSB 37,972 Sales of palm kernel by Based on the contract
KKSB and WWSB to price
PTSB
PPOM 39,634 Sales of CPO by KKSB Based on the contract
and WWSB to PPOM price
RPOM 35,188 Sales of CPO and palm Based on the contract
kernel by KKSB and price
WWSB to RPOM
EPOM 46,462 Sales of CPO and palm Based on the contract
kernel by KKSB and price
WWSB to EPOM
PGC 111,603 Sales of CPO by KKSB Based on the forward
to PGC sales and sales contract
price
** Estimated aggregate value was based on amount transacted for the financial year
ended 31 December 2008 and will vary with the fluctuation of oil palm prices and
production during the year. The validity period of the Proposed Shareholders’
Mandate is disclosed in Section 3.0 of this Circular.

(iv) Purchases of CPO and Palm Kernel

Estimated Aggregate
Value from the date of
the forthcoming AGM to
Related the next AGM**
Party RM’000 Nature of Transaction Method of Pricing
KKSB 22,361 Purchases of CPO by Based on the contract
KKSB from WWSB price
WWSB 6,863 Purchases of CPO by Based on the contract
WWSB from KKSB price
PPOM 29,746 Purchases of CPO by Based on the contract
KKSB and WWSB from price
PPOM
RPOM 28,176 Purchases of CPO by Based on the contract
KKSB and WWSB from price
RPOM
EPOM 33,299 Purchases of CPO and Based on the contract
palm kernel by KKSB price
and WWSB from EPOM
PPOPM 147 Purchases of CPO and Based on the contract
palm kernel by KKSB price
and WWSB from
PPOPM
Kilang Sawit 1,173 Purchases of CPO by Based on the contract
Sawira KKSB and WWSB from price
Kilang Sawit Sawira
** Estimated aggregate value was based on amount transacted for the financial year
ended 31 December 2008 and will vary with the fluctuation of oil palm prices and
production during the year. The validity period of the Proposed Shareholders’
Mandate is disclosed in Section 3.0 of this Circular.

5
 (v) Management fee
The management fee charged includes the management services for
technical services, marketing services, administration and accounting
services.

Estimated Aggregate
Value from the date of
the forthcoming AGM to
Related the next AGM**
Party RM’000 Nature of Transaction Method of Pricing
PGC 2,798 Management fee charged Based on agreed contract
by PGC to KKSB and agreement for the
WWSB management services.

** Estimated aggregate value was based on amount transacted for the financial year
ended 31 December 2008. The validity period of the Proposed Shareholders’
Mandate is disclosed in Section 3.0 of this Circular.

(vi) Purchases of Fertilizers

Estimated Aggregate
Value from the date of
the forthcoming AGM to
Related the next AGM**
Party RM’000 Nature of Transaction Method of Pricing
PTSB 1,912 Purchases of fertilizers Based on the agreed
by FEHB from PTSB fertilizer prices negotiated

** Estimated aggregate value based on amount transacted for the first half 2009 and
will vary with the fertilizer requirements and price of fertilizer during the year. The
validity period of the Proposed Shareholders’ Mandate is disclosed in Section 3.0 of
this Circular.

2.3 Directors’ and Major Shareholders Interests and Person Connected

The interested major shareholders and interested directors for all the transactions above are as
follows:
Interested Major Shareholders:
ƒ PTSBa1
ƒ LKPPa2

Interested Directors:
ƒ YH Dato’ Kamaruddin Mohammeda3
ƒ YH Dato’ Md. Adnan bin Sulaiman a4
ƒ Mr Tee Kim Tee @ Tee Ching Teea5
ƒ Mr Tee Cheng Huaa6
ƒ En Nowawi bin Abdul Rahmana7
ƒ Mr Tee Lip Hiana8

Person Connected:
ƒ Pn Asmin binti Yahyaa9

Note:
a1
PTSB is a major shareholder of FEHB with equity interest of 24.69%b and is deemed
interested party in the Proposed Renewal Shareholders’ Mandate. PTSB holds 32% equity
stake in EPOM. PTSB is 44.67%b directly held by PPOM. PPOM directly holds 49%b equity
stake in KKSB, 40%b equity stake in PGC, 30% equity stake in RPOM and 30% equity stake
in PPOPM.

6
 a2
LKPP is a major shareholder of FEHB with equity interest of 26.24%b and is deemed
interested party in the Proposed Renewal of Shareholders’ Mandate. LKPP holds 100%
equity stake in LKKP Corporation Sdn Bhd.
a3
YH Dato’ Kamaruddin bin Mohammed is deemed interested party in the Proposed Renewal
of Shareholders’ Mandate, by virtue of his directorship and shareholding in FEHB and
directorship in LKPP, PPOM, KKSB, WWSB and Kilang Sawit Sawira.
a4
YH Dato’ Md. Adnan bin Sulaiman who is deemed interested party in the Proposed Renewal
of Shareholders Mandate, by virtue of his directorship in FEHB and PPOM which directly
holds 44.67%b interest in PTSB, which in turn holds 24.69%b interest in FEHB. He is a
General Manager of LKPP and a Director in LKPP Corporation Sdn Bhd.
a5
Mr Tee Kim Tee @ Tee Ching Tee is deemed interested party in the Proposed Renewal of
Shareholders’ Mandate, by virtue of his directorship and shareholding in FEHB and his
directorship in KKSB, PTSB, PPOM, WWSB, RPOM, Kilang Sawit Sawira and EPOM.
a6
Mr Tee Cheng Hua is deemed interested party in the Proposed Renewal of Shareholders’
Mandate, by virtue of his directorship and shareholding in FEHB and his directorship in
KKSB, PTSB, PPOM, WWSB, PGC, RPOM, Kilang Sawit Sawira and EPOM.
a7
Encik Nowawi bin Abdul Rahman is deemed interested party in the Proposed Renewal of
Shareholders’ Mandate, by virtue of his directorship and shareholding in FEHB and his
directorship in KKSB.
a8
Mr Tee Lip Hian is deemed interested party in the Proposed Renewal of Shareholders’
Mandate, by virtue of his directorship and shareholding in FEHB and his directorship in
PTSB, EPOM and RPOM.
a9
Pn Asmin binti Yahya is a Deputy General Manager of the Company having 62,000 b shares
in the Company and deemed interested party in the Proposed Renewal of Shareholders’
Mandate, by virtue of her directorship in KKSB.
b
As at 17 April 2009

2.4 Terms and Nature of the Recurrent Related Party Transactions

The Recurrent Related Party Transactions that will be covered by the Shareholders’
Mandate relate to the sales of FFB, processing and sale of crude palm oil and palm
kernel, management services and purchases of fertilizers by FEHB Group to the
Mandated Related Parties.

The estimated value of the Recurrent Related Party Transactions is approximately

RM957.26 million per annum and will be made at arm’s length on normal commercial
terms which are not more prejudicial to the interests of the shareholders of the Company,
on terms no more favourable to the related party than those generally available to the
public and on terms not to the detriment of the minority shareholders.

7
2.5 Disclosure and Review Procedures for the RRPTs

The review procedures for the RRPTs are as follows:

(i) A list of Mandated Related Parties will be prepared and the relevant companies
will be notified that all RRPTs are required to be undertaken on an arm’s length
basis, on normal commercial terms which are not more prejudicial to the interests
of the shareholders of the Company, on terms no more favourable to the related
party than those generally available to the public and on terms not to the detriment
of the minority shareholders;

(ii) All RRPTs will be reviewed by the internal auditor and the management;

(iii) A register will be maintained by the Company to record all RRPTs which are
entered into pursuant to the Proposed Renewal of Shareholders’ Mandate;

(iv) The annual internal audit plan shall incorporate a review of all RRPTs entered into
pursuant to the Proposed Renewal of Shareholders’ Mandate to ensure that the
relevant approvals have been obtained and the review procedures in respect of
such transactions are adhered to;

(v) The Board and the Audit Committee shall review the internal audit reports to
ascertain that the guidelines and procedures established to monitor RRPTs have
been complied with and the review shall be done on yearly basis at the end of the
year;

(vi) The Board and the Audit Committee have reviewed the procedures and shall
continue to review the procedures as and when required. If a member of the Board
or Audit Committee has an interest in the transaction to be reviewed by the Board
or the Audit Committee as the case may be, he will abstain from any decision-
making by the Board or the Audit Committee in respect of that transaction;

(vii) The transaction prices will be based on the arm’s length transaction which are
agreeable to all parties;

(viii) A disclosure of the aggregate value of Recurrent Transactions conducted pursuant

to the Shareholders’ Mandate is made in the Annual Report of the Company;
showing a breakdown of the aggregate value of the Recurrent Transactions made
during the financial year, amongst others, based on the following information:

(a) the type of the Recurrent Transactions made; and

(b) the names of the related parties involved in each type of the Recurrent
Transactions made and their relationship with the Company.

8
2.6 Rationale for the Proposed Renewal of Shareholders’ Mandate

The RRPTs are necessary for the FEHB Group’s day-to-day operation. The RRPTs are
with Related Parties, are mainly involved in activities related to the cultivation of oil
palms, sales of FFB, processing and sale of crude palm oil and palm kernel,
management services and purchases of ferlizers. It is envisaged that in the normal course
of business of the FEHB Group, transactions in respect of goods or services with the
Related Parties will occur with some degree of frequency from time to time and may
arise at any time.

The Proposed Renewal of Shareholders’ Mandate will also accord the FEHB Group with
the following benefits:

(i) flexibility and choice of parties to enter into such transactions, whether with
Related Parties or non Related Parties;

(ii) facilitate transactions with Related Parties which are in the ordinary course of
business of the FEHB Group undertaken at arm’s length, based on normal
commercial terms and on terms which are not more favourable to the Related
Parties than those generally available to the public and are not detrimental to the
interests of minority shareholders;

(iii) facilitate transactions with Related Parties where in an expeditious manner to meet
business needs which are necessary for its day-to-day operations particularly
business needs which are time sensitive in nature;

(iv) eliminate the need to announce and convene separate general meetings to seek
shareholders’ mandate for each transaction and as such, substantially reduce
expenses, time and other resources associated with the making of announcements
and convening of general meetings on an ad-hoc basis, improve administrative
efficiency considerably and allow financial and manpower resources to be channel
to attain more productive objectives.

In addition to the above benefits, the Related Parties had also proven to be reliable in its
delivery of services and products as well as fulfilling the quality expectations of the
FEHB Group. Due to previous business dealings with the Related Parties, the Related
Parties are familiar with Group’s operations and are able to meet the Group’s business
requirements even when short notice is given. This has allowed the Group to benefit
from sudden business opportunities that had arisen.

9
 2.7 Statement by the Audit Committee

The Audit Committee comprises the following Directors:

Name of Members Designation

1 Cik Sharina Bahrin Chairperson
2 YH Dato’ Kamaruddin bin Mohammed Member
3 En Khairul Azahar bin Ariffin Member
4 Ms Ng Yee Kim Member

The Audit Committee of FEHB (with the exception of interested Directors in the RRPTs
and/or persons connected therewith) is of the view that the existing guidelines and
review procedures for related parties transactions are sufficient to ensure that such
transactions will be carried out at arm’s length, on normal commercial terms which are
not prejudicial to the interests of the shareholders of the Company, on terms no more
favourable to the related party than those generally available to the public and on terms
not to the detriment of minority shareholders.

3. VALIDITY PERIOD OF THE PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE

The Board will seek shareholders’ approval for the renewal of the Proposed Shareholders’
Mandate annually subject to satisfactory review by the Audit Committee of its continued
application to the interested parties’ transactions. In this respect, if approved at the forthcoming
35th AGM, such approval shall continue to be in force until:

(i) the conclusion of the next AGM of the Company following the forthcoming 35th AGM
at which such Proposed Renewal of Shareholders’ Mandate is passed, at which time it
will lapse, unless by a resolution passed at an AGM, the authority is renewed;

(ii) the expiration of the period within which the next AGM after that date is required to be
held pursuant to Section 143(1) of the Act (but shall not extend to such extension as may
be allowed pursuant to Section 143(2) of the Act); or

(iii) revoked or varied by resolution passed by the shareholders in an AGM or EGM,

whichever is the earlier.

4. FINANCIAL EFFECTS OF THE PROPOSED RENEWAL OF SHAREHOLDERS’

MANDATE

The Proposed Renewal of Shareholders’ Mandate will not have any financial effect on the
Company.

5. CONDITIONS

The Proposed Renewal of Shareholders’ Mandate is conditional upon the approval of the
shareholders of FEHB at the 35th AGM to be convened.

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6. DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS AND PERSON
CONNECTED

6.1 Major Shareholders of FEHB and persons connected to them

Save as disclosed below, as at 17 April 2009 none of the other major shareholders of
FEHB and/or persons connected with them, has any direct or indirect interest in the
Proposed Renewal of Shareholders’ Mandate.

PTSB and LKPP are major shareholders by virtue of their 24.69% and 26.24%
shareholdings in FEHB respectively.

PTSB and LKPP being major shareholders have undertaken that they shall ensure that
the persons connected with PTSB and LKPP will abstain from voting at the forthcoming
35th AGM on the Proposed Renewal of Shareholders’ Mandate.

Accordingly, PTSB and LKPP will abstain from voting at the forthcoming 35th AGM in
respect of their direct and indirect shareholdings on the Proposed Renewal of
Shareholders’ Mandate.

The shareholding of PTSB and LKPP in FEHB as at 17 April 2009 is as follow:

<-- Total No. Of Ordinary Shares Held of RM1.00 -->

Major Shareholder Direct % Indirect %
PTSB 33,492,920 24.69 - -
LKPP 35,600,800 26.24 - -

6.2 Directors of FEHB and persons connected to them

Save as disclosed below, none of the other Directors of FEHB or persons connected to
them have any interest, direct or indirect in the Proposed Renewal of Shareholders’
Mandate.

YH Dato’ Kamaruddin bin Mohammed, YH Dato’ Md. Adnan bin Sulaiman, Mr Tee
Kim Tee @ Tee Ching Tee and Mr Tee Lip Hian are Directors of FEHB, whereas Mr
Tee Cheng Hua and Encik Nowawi bin Abdul Rahman are Executive Directors of
FEHB. YH Dato’ Kamaruddin bin Mohammed is a Director in LKPP, PPOM, KKSB,
WWSB and Kilang Sawit Sawira whereas YH Dato’ Md. Adnan bin Sulaiman is a
General Manager of LKPP, a Director in LKPP Corp. and PPOM. Mr Tee Kim Tee @
Tee Ching Tee is a Director in KKSB, PTSB, PPOM, WWSB, RPOM, Kilang Sawit
Sawira and EPOM. Mr Tee Cheng Hua is a Director in KKSB, PTSB, PPOM, WWSB,
PGC, RPOM, Kilang Sawit Sawira and EPOM. Encik Nowawi bin Abdul Rahman is a
Director in KKSB. Mr Tee Lip Hian is a Director in PTSB, RPOM and EPOM. Hence,
YH Dato’ Kamaruddin bin Mohammed, YH Dato’ Md. Adnan bin Sulaiman, Mr Tee
Kim Tee @ Tee Ching Tee, Mr Tee Cheng Hua, Encik Nowawi bin Abdul Rahman and
Mr Tee Lip Hian being interested directors have abstained and/or will abstain from board
deliberation and from voting in respect of his/their direct and/or indirect shareholdings at
the forthcoming 35th AGM on the Proposed Renewal of Shareholders’ Mandate.

7.3.3 Accordingly, YH Dato’ Kamaruddin bin Mohammed,YH Md. Adnan bin

Sulaiman, Mr Tee Kim Tee @ Tee Ching Tee, Mr Tee Cheng Hua, Encik
Nowawi bin Abdul Rahman and Mr Tee Lip Hian being interested directors
have abstained and will continue to abstain from board deliberation and voting
in respect of the Proposed Renewal of Shareholders’ Mandate.

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 The Directors of FEHB who are interested in the Proposed Renewal of Shareholders’
Mandate and their respective shareholdings in FEHB as at 17 April 2009 are as follows

<-- Total No. Of Ordinary Shares Held of RM1.00 -->

Directors Direct % Indirect %

YH Dato’ Kamaruddin bin Mohammed 1,200,000 0.88 - -

YH Dato’ Md. Adnan bin Sulaiman - - - -
Mr Tee Kim Tee @ Tee Ching Tee 4,154,400 3.06 - -
Mr Tee Cheng Hua 2,124,000 1.57 - -
En Nowawi bin Abdul Rahman 678,000 0.50 - -
Mr Tee Lip Hian 251,600 0.19 - -

YH Dato’ Kamaruddin bin Mohammed, YH Dato’ Md. Adnan bin Sulaiman, Mr Tee
Kim Tee @ Tee Ching Tee, Mr Tee Cheng Hua, Encik Nowawi bin Abdul Rahman and
Mr Tee Lip Hian being interested directors in the Proposed Renewal of Shareholders’
Mandate, will abstain from voting in respect of their direct and/or indirect shareholdings
at the forthcoming 35th AGM on the Proposed Renewal of Shareholders’ Mandate.

6.3 Person Connected

Pn Asmin binti Yahya is a Deputy General Manager of the Company. As at 17 April

2009, she holds 62,000 unit shares in FEHB. She is also a Director in KKSB and being
interested person in the Proposed Renewal of Shareholders’ Mandate, will abstain from
voting in respect of her direct and/or indirect shareholdings at the forthcoming 35th
AGM on the Proposed Renewal of Shareholders’ Mandate.

7. STATUTORY AND OTHER GENERAL INFORMATION

Shareholders are requested to refer to the Appendix I of this Circular for further information.

8. ANNUAL GENERAL MEETING

The 35th AGM of the Company, the notice of which is set out in the Annual Report of Far East
Holdings Berhad for the financial year ended 31 December 2008 accompanying this Circular,
will be held at MS Garden Hotel, Lot 5 & 10, Lorong Gambut, Off Jalan Beserah, 25300
Kuantan, Pahang Darul Makmur on Wednesday, 27 May 2009 at 2.30 p.m. for the purpose of
considering and, if thought fit, passing the ordinary resolution pertaining to the Proposed
Renewal of Shareholders’ Mandate under the agenda of Special Business as set out in the Annual
Report.

If you are unable to attend and vote at the 35th AGM in person, you will find enclosed with this
Circular a Form of Proxy which you are requested to complete, sign and return in accordance
with the instructions contained therein as soon as possible and, in any event, so as to arrive at Far
East Holdings Berhad, Suite 5 & 6, Tingkat 8, Kompleks Teruntum, Jalan Mahkota, 25000
Kuantan, Pahang not later than forty-eight (48) hours before the time fixed for convening the 35th
AGM. The completion and return of the Form of Proxy will not preclude you from attending and
voting at the 35th AGM if you subsequently wish to do so.

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9. DIRECTORS’ RECOMMENDATION

The Board save and except for YH Dato’ Kamaruddin bin Mohammed, YH Dato’ Md. Adnan bin
Sulaiman, Mr Tee Kim Tee @ Tee Ching Tee, Mr Tee Cheng Hua, Encik Nowawi bin Abdul
Rahman and Mr Tee Lip Hian having considered all aspects of the Proposed Renewal of
Shareholders’ Mandate, is of the opinion that the Proposed Renewal of Shareholders’ Mandate is
in the best interest of the Company and its shareholders.

Accordingly, they (save and except for YH Dato’ Kamaruddin bin Mohammed, YH Dato’ Md.
Adnan bin Sulaiman, Mr Tee Kim Tee @ Tee Ching Tee, Mr Tee Cheng Hua, Encik Nowawi bin
Abdul Rahman and Mr Tee Lip Hian, who have abstained from deliberation and voting at the
Board meetings of FEHB and are deemed interested in the Proposed Renewal of Shareholders’
Mandate) recommend that you vote in favour of the ordinary resolution to be tabled at the
forthcoming 35th AGM pertaining to the Proposed Renewal of Shareholders’ Mandate under the
agenda of Special Business as set out in the Notice of AGM in the Annual Report of Far East
Holdings Berhad for the financial year ended 31 December 2008.

Yours faithfully
For and on behalf of the Board
FAR EAST HOLDINGS BERHAD

............................
Sharina Bahrin
Independent Non Executive Director

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 APPENDIX I

FURTHER INFORMATION

1. Directors Responsibility

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

2. Material Contracts

Save as disclosed below, neither FEHB nor its subsidiary companies have entered into any
contract which are and may be material within the two (2) years preceding the date of this
Circular, other than contracts entered into in the ordinary course of business.

(i) Sale and Purchase Agreement (“SPA”) between FEHB and Pride Achievements
Sdn Bhd on 25 April 2008

The SPA was signed for a disposal of 435,000 unit shares of RM1 each of Gem-Asia Sdn
Bhd (“GASB”) at a consideration of RM6,000.00 (Ringgit Malaysia: Six Thousand)
only. Upon the completion of the SPA, GASB would cease to be a wholly owned
subsidiary of FEHB.

As to date, the SPA has been completed.

(ii) Share Sale Agreement with Tasik Sentosa Sdn Bhd and Mergeboom (M) Sdn Bhd

The Share Sale Agreement was signed on 27 August 2008 for a disposal of KKSB’s
entire 30% shares equivalent to 10,500,000 unit of shares in Sendi Unik Sdn Bhd at a
price of RM1.82 each.

The disposals involved the following:

ƒ 15% shares equivalent to 5,250,000 unit of shares in Sendi Unik Sdn Bhd was
disposed to Tasik Sentosa Sdn Bhd at RM1.82 each with a total consideration of
RM9,555,000.00; and

ƒ 15% shares equivalent to 5,250,000 unit of shares in Sendi Unik Sdn Bhd was
disposed to Mergeboom (M) Sdn Bhd at RM1.82 each with a total consideration of
RM9,555,000.00.

As to date, the Share Sale Agreement has been completed.

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3. Material Litigation

Save as disclosed below, the Board has confirmed that the FEHB Group is not engaged in any
material litigation, either as plaintiff or defendant, claims or arbitration and the Directors are not
aware of any proceedings pending or threatened or of any fact likely to give rise to any proceedings
which might materially and adversely affect the position or business of the FEHB Group :-

(a) Majlis Ugama Islam Dan Adat Resam Melayu Pahang (“MUIP or Plaintiff”) vs FEHB
(“1st defendant”) and KAOP (“2nd defendant”)

On 29 September 2006, FEHB received an Originating Summons and Supporting

Affidavit from Messrs Radzi & Abdullah, the solicitors representing MUIP in relation to
the Joint Venture Agreement (“JVA”) dated 16 January 1992.

The Plaintiff’s claims are as follows :-

(i) The increased in the paid-up share capital of KAOP amounting to 22,096,868
shares and the allotment of 22,096,868 Shares to FEHB is invalid;

(ii) Share certificates and all relevant documents pertaining to the 22,096,868 shares
allotted to FEHB are to be cancelled and KAOP to return the equity structure of
KAOP to the following status:-

Name No. of Shares %

FEHB 16,685,099 67.00
MUIP 8,218,033 33.00
Total 24,903,132 100.00

(iii) A declaration that the Plaintiff had exercised its option to acquire 3,984,501
shares in KAOP at RM1.33 each in accordance with Clause 2.02(b), (c) and (d)
of the JVA;

(iv) An order that FEHB to transfer 3,984,501 shares in KAOP to MUIP at a price of
RM1.33 each within seven (7) days from the date the Plaintiff pays the sum of
RM5,299,386.33;

(v) In the event FEHB fails to transfer the shares as stated in item (iv) above, the
Senior Assistant Registrar of the High Court would act accordingly to transfer
the shares to MUIP;

(vi) A declaration that the Plaintiff had exercised its option to purchase 2,739,344
shares in KAOP in accordance with Clause 2.02(e) and (f) of the JVA;

(vii) An order that an accountant and/or independent professional valuer be appointed

by the High Court to assess KAOP and Madah Perkasa Sdn Bhd assets as at 1
September 2004 and to determine the price of each shares of KAOP;

(viii) In the event FEHB fails to transfer the Shares as stated in item (vi) above; the
Senior Assistant Registrar of the High Court would act accordingly to transfer
the shares to MUIP;

(ix) FEHB to pay all losses, relevant payments and dividends arising from the
changed in the equity structure of KAOP to MUIP;

(x) The cost of the Originating Summons to be borne by FEHB and KAOP; and

15
 (xi) Any other instruction that may deem fit by the High Court.

Second pre-hearing meeting was held on 21 January 2009 at the Kuala Lumpur Regional
Centre of Arbitration of which the time line for parties to exchange and file the
respective bundle of documents, next mention date before the Arbitration and date of full
trial was highlighted in the discussion. The full trial of the matter at the Kuala Lumpur
Regional Centre for Arbitration is on the 22 to 24 July 2009.

The solicitor of FEHB is of the opinion that the Plaintiff’s claims be dismissed on the
ground that the option as provided in the Agreement dated 16 January 1992 has lapsed.

4. Documents For Inspection

Copies of the following documents will be available for inspection at the Registered Office of
FEHB at Suite 5 & 6, Tingkat 8, Kompleks Teruntum, Jalan Mahkota, 25000 Kuantan, Pahang
Darul Makmur during normal business hours from Mondays to Fridays (except for public
holiday) for a period from the date of this Circular to the date of the AGM:

(a) Memorandum and Articles of Association of FEHB;

(b) Audited accounts of the FEHB Group for the past two (2) financial years ended 31
December 2007 and 31 December 2008 and also the unaudited quarterly results as at 31
March 2009;

(c) Agreements and contracts for the Proposed Renewal Of Shareholders’ Mandate.

(d) The material contracts referred to in section 2 above.

(e) The relevant documents pertaining to the material litigation referred in Section 3 above.

16