R E A : Circular dated 8 February 2022

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised, if you are resident in the United Kingdom, under theFinancial Services and Markets Act 2000 or, if you are not so resident, under the relevant applicable local law.

If you have sold or otherwise transferred all of your registered holding of 7.5 per cent dollar notes 2022 issued by R.E.A. Holdings plc, please send this document and the accompanying form of proxy and reply paid envelope (if any) to the purchaser or other transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee, except that this document / such documents should not be sent into any jurisdiction where so to send them would constitute a violation of local securities laws or regulations. If you have sold or otherwise transferred only part of your holding, you should retain this document and any accompanying documents.

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R.E.A. Holdings plc

(a public limited company incorporated in England and Wales under the Companies Act 2006

with registered number 671099)

Proposal to extend the redemption date for the 7.5 per cent dollar notes 2022 issued by R.E.A. Holdings plc from 30 June 2022 to 30 June 2026 in consideration of the payment by R.E.A. Holdings plc to noteholders of a consent fee, payable in cash, equal to 0.25 per cent of the nominal value of the dollar notes held by them respectively

proposed updates to the trust deed constituting the dollar notes

and

notice of a meeting of the holders of the dollar notes,

together with details of a sale facility whereunder, in the event that the extension of the redemption date for the dollar notes becomes effective, any noteholder who wishes to realise their holding of dollar notes by the current redemption date of 30 June 2022 is offered the opportunity so to do

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Notice of a meeting of the holders of 7.5 per cent dollar notes 2022 issued by R.E.A. Holdings plc convened for 11.00 a.m. on 3 March 2022 to be held at the new offices of REA Holdings at Tennyson House, 5th Floor, 159-165 Great Portland Street, London W1W 5PA is set out at the end of this document. Where this document is being sent to a noteholder who holds dollar notes in certificated form, a form of proxy for use in connection with such meeting is enclosed with this document. For the appointment of a proxy to be valid, the form of proxy should be completed and returned to Link Group at 10th Floor, Central Square, 29 Wellington Street, Leeds LS1 4DL as soon as possible and in any event so as to arrive by no later than 11.00 a.m. on 1 March 2022. Alternatively, in the case of dollar notes held in uncertificated form, holders of dollar notes may appoint a proxy through the CREST electronic proxy appointment service in accordance with the procedures explained in the notes to the notice of meeting. The appointment of a proxy will not preclude a holder of dollar notes from attending and voting in person at the meeting should such noteholder so wish (albeit where a noteholder so elects to attend in person, only the noteholder or the proxy (but not both) shall be entitled to vote).

The proposal to extend the redemption date for the 7.5 per cent dollar notes 2022 issued by R.E.A. Holdings plc as set out in more detail in this document has not been formulated or approved by The Law Debenture Trust Corporation p.l.c. (the "Trustee") as trustee for the holders of the dollar notes or otherwise. In accordance with normal practice, the Trustee expresses no opinion as to the purpose or the merits (or otherwise) of such proposal and nothing in this document should be construed as a recommendation from the Trustee to holders of dollar notes to vote in favour of or against the extraordinary resolution set out in this document. The Trustee has not verified the information contained herein, nor has it assumed any responsibility for doing so. The Trustee is not responsible for the accuracy, completeness, validity or correctness of the statements made, documents referred to or opinions expressed in this document, nor for any omissions therefrom. Noteholders should carefully consider all of the information contained in this document and take their own advice on the merits and/or the consequences of voting in favour of or against the extraordinary resolution, including any tax consequences.

This document has not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000 (as amended ("FSMA") and may only be communicated to persons in circumstances where section 21(1) of the FSMA does not apply. Accordingly, this document is not being distributed to, and must not be passed on to, the general public. The communication of this document is exempt from the restriction on financial promotions under section 21 of FSMA on the basis that it is only directed at holders of dollar notes and may otherwise be communicated only to (1) those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order")) or persons who are within Article 43 or 49 of the Financial Promotion Order and (2) to any other persons to whom it may otherwise lawfully be made. The transactions contemplated herein are available only to, and may be engaged in only with, such persons.

Persons into whose possession this document comes and who are proposing to forward the same, or a copy thereof, to any other person must inform themselves about and observe any restrictions imposed by law, whether of the United Kingdom or otherwise, in relation to the distribution of this document.

R.E.A. Holdings plc accepts responsibility for the information contained in this document. To the best of the knowledge and belief of R.E.A. Holdings plc (which has taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.

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CONTENTS

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		Page
Expected timetable	3
Definitions		4
Part I:	Letter from the chairman of R.E.A. Holdings plc	6
Part II:	Further terms attaching to the sale facility	17
Part III:	Taxation	18
Part IV:	Additional information	20
Notice of a meeting of the holders of the dollar notes convened for 11.00	23
a.m. on 3 March 2022

EXPECTED TIMETABLE

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Latest time and date for receipt of completed forms of proxy for use	11.00 a.m. on 1
at the meeting of the holders of the dollar notes	March 2022
Record date for the payment of the consent fee payable as	6.00 p.m. on 2
consideration for the holders of the dollar notes sanctioning the	March 2022
proposed extension of the redemption date for the dollar notes
(should such be the case)
Meeting of the holders of the dollar notes	11.00 a.m. on 3
	March 2022
Extension of the redemption date for the dollar notes effective	3 March 2022
CREST accounts credited and cheques posted in respect of the	17 March 2022
consent fee
Latest time and date for holders of dollar notes to elect to take	5.00 p.m. on 31
advantage of the sale facility	May 2022

If the meeting of the noteholders were to be adjourned, the expected times and dates set out above would be modified accordingly (save as regards the latest time and date for holders of dollar notes to elect to take advantage of the sale facility; such latest time and date would remain as 5.00 p.m. on 31 May 2022). Notice convening any such adjourned meeting would be published using the same means of publication as used for the notice of meeting included in this document and would be accompanied by details of the revised expected timetable.

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DEFINITIONS

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Unless the context otherwise requires, the following definitions apply throughout this document:

"consent fee"	the consent fee proposed to be paid by REA
	Holdings as consideration of and subject to
	noteholders sanctioning the proposed extension of
	the redemption date for the dollar notes, as set
	out in more detail in this document
"CPO"	crude palm oil
"CPKO"	crude palm kernel oil
"CREST"	the computerised settlement system operated by
	Euroclear UK & Ireland Limited to facilitate, inter
	alia, the transfer of title to securities held in
	uncertificated form
"directors"	the directors of REA Holdings
"dollar notes"	the 7.5 per cent dollar notes 2022 of REA Holdings
	constituted pursuant to the trust deed or the
	$27,035,218 nominal of such notes that are
	currently outstanding, as the context may require
"FFB"	oil palm fresh fruit bunches
"group"	REA Holdings and its subsidiaries
"Guy Butler"	Guy Butler Limited,	an independent institutional
	credit specialist based in the City of London
"IPA"	PT Indo Pancadasa Agrotama, a local Indonesian
	company holding a coal concession, which
	company is funded by loans from the group
"Link Group"	a trading name of Link Registrars Limited
"Mandiri"	PT Bank Mandiri (Persero) Tbk, an Indonesian
	State bank providing loan facilities to the group
"noteholder"	a holder of dollar notes
"ordinary shares"	ordinary shares of 25p each in the capital of REA
	Holdings
"preference shares"	9 per cent cumulative preference shares of £1
	each in the capital of REA Holdings

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"proposals"	the proposals for the extension of the date for
	redemption of the dollar notes from 30 June 2022
	to 30 June 2026 and, in conjunction therewith, for
	the provision of the sale facility, as explained in
	the letter from the chairman of REA Holdings
	contained in Part I of this document
"REA Holdings"	R.E.A. Holdings plc
"REA Kaltim"	PT REA Kaltim Plantations, a subsidiary of REA
	Holdings incorporated in Indonesia and engaged in
	the cultivation of oil palms and the processing of
	oil palm fruit, being the sub-holding company for
	all of the agricultural operations of the group
"REA Services"	R.E.A. Services Limited, a subsidiary of REA
	Holdings incorporated in England and Wales and
	principally engaged in the provision of secretarial
	services and financing to the group
"relevant notes"	those dollar notes that noteholders elect to realise
	by no later than the current redemption date of 30
	June 2022 pursuant to the sale facility
"sale facility"	the arrangement whereunder, in the event that
	the extension of the redemption date for the dollar
	notes becomes effective, any noteholder who
	wishes to realise their holding of dollar notes by
	the current redemption date of 30 June 2022 is
	offered the opportunity so to do, as set out in
	more detail in this document
"trust deed"	the trust deed dated 21 November 2016 made
	between (1) REA Holdings (as issuer) and (2) The
	Law Debenture Trust Corporation p.l.c. (as trustee
	for the noteholders), constituting the dollar notes
"Trustee"	The Law Debenture Trust Corporation p.l.c. (as
	trustee for the noteholders) or, as the context
	may require, the trustee for the time being for the
	noteholders

References to "dollars" or to "$" are to the lawful currency of the United States of America. References to "sterling" or to "£" are to the lawful currency of the United Kingdom.

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