Circ re. sterling notes

R.E.A.Hldgs PLC
15 June 2007


9.5 per cent guaranteed sterling notes 2015/2017


REA Finance B.V. ('REAF'), a wholly owned subsidiary of R.E.A. Holdings plc
('REAH'), has today despatched to holders of the 9.5 per cent guaranteed
sterling notes 2015/17 issued by REAF (the 'sterling notes') a notice convening
a meeting of sterling note holders to be held at the registered office of REAF
in Amsterdam on 10 July 2007 to consider resolutions to approve certain proposed
amendments to the terms of the trust deed constituting the sterling notes and to
the terms of a loan agreement (the 'loan agreement') between REAF, PT REA Kaltim
Plantations ('REA Kaltim') (another subsidiary of REAH) and REAH relating to
loans that form the principal security for the notes. The notice of meeting is
accompanied by an explanatory circular from REAH.

The proposed amendments to the trust deed are (a) to confirm that indebtedness
owed by REA Kaltim to REAH which arises under certain shortfall payment
arrangements included in the loan agreement does not constitute 'indebtedness in
the nature of borrowings' incurred by REA Kaltim for the relevant purposes of
the trust deed and (b) to provide that meetings of holders of sterling notes be
held in Amsterdam or in such other place as the trustee and REAF may agree
(rather than in London or in such other place as the trustee and REAF may agree,
as is currently provided in the trust deed).

The proposed amendments to the loan agreement are designed (a) to reflect the
fact that the original proposals as regards the issue of the sterling notes are
now unconditional, that certain loan balances originally owed by REA Kaltim to
REAH have been assigned to REAF and consolidated, and that the proceeds of issue
of the sterling notes have now been on-lent by REAF to REA Kaltim and, more
materially, to provide that:

(i)   REA Kaltim pay interest on the loans of the proceeds of issue of the
      sterling notes on the basis of the full nominal amount of the sterling 
      notes (namely £22 million in aggregate), rather than just the actual 
      proceeds of issue (being less than £22 million, due to the discounts at 
      which the sterling notes were issued);

(ii)  such loans be re-paid by REA Kaltim in the amounts booked, namely the full
      nominal amount of the sterling notes, rather than just the actual monies
      on-lent; and

(iii) interest payments made by REA Kaltim to REAF be made shortly ahead of the
      interest payments to be made by REAF to the holders of the sterling notes,
      semi-annually rather than quarterly.

Copies of the notice of meeting and accompanying explanatory circular have been
submitted to, and will shortly be available for inspection at, the UK Listing
Authority's Document Viewing Facility at:

Financial Services Authority,
25 The North Colonnade,
Canary Wharf,
London,
E14 5HS

Telephone: [phone]







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