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					CIRCULAR DATED 7 APRIL 2010

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt about this Circular or as to the action that you should take, you should
consult your stockbroker, bank manager, accountant, solicitor or other professional adviser
immediately.

If you have sold all your shares in the capital of United Pulp & Paper Company Limited (the “Company”),
you should forward this Circular with the Notice of the Extraordinary General Meeting and the attached
Proxy Form immediately to the purchaser or the bank, stockbroker or agent through whom the sale was
effected for onward transmission to the purchaser.

Your attention is drawn to page 14 of this Circular in respect of actions to be taken if you wish to attend and
vote at the Extraordinary General Meeting.

The Singapore Exchange Securities Trading Limited (“SGX-ST”) assumes no responsibility for the accuracy
of any of the statements made, opinions expressed or reports contained in this Circular.




                     UNITED PULP & PAPER COMPANY LIMITED
                                 (Incorporated in the Republic of Singapore)
                               (Company Registration Number: 196700346M)


                                  CIRCULAR TO SHAREHOLDERS
                                                   in relation to

(1)   PROPOSED CHANGE OF NAME FROM UNITED PULP & PAPER COMPANY LIMITED TO UPP
      HOLDINGS LIMITED; AND

(2)   PROPOSED AMENDMENTS TO THE MEMORANDUM OF ASSOCIATION OF THE COMPANY.



IMPORTANT DATES AND TIMES

Last date and time for lodgment of Proxy Form      :   27 April 2010 at 10.30 a.m.

Date and time of Extraordinary General Meeting :       29 April 2010 at 10.30 a.m. (or as soon thereafter
                                                       following the conclusion of the Annual General
                                                       Meeting of the Company to be held at 10.00 a.m. on
                                                       the same day and at the same venue)

Place of Extraordinary General Meeting             :   Buona Vista Room, No. 87,
                                                       Science Park Drive, Science Hub,
                                                       Singapore 118260
                                                         TABLE OF CONTENTS

                                                                                                                                                      Page


DEFINITIONS .......................................................................................................................................      3

LETTER TO SHAREHOLDERS. ..........................................................................................................                       4
1.       INTRODUCTION ........................................................................................................................           4
2.       PROPOSED CHANGE OF NAME OF THE COMPANY ...........................................................                                              4
3.       PROPOSED AMENDMENTS TO THE MEMORANDUM ..........................................................                                                5
4.       INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS………………… .......                                                                              6
5.       EXTRAORDINARY GENERAL MEETING ................................................................................                                  6
6.       ACTION TO BE TAKEN BY SHAREHOLDERS ........................................................................                                     6
7.       DIRECTORS’ RECOMMENDATIONS .......................................................................................                              7
8.       DIRECTORS’ RESPONSIBILITY STATEMENT ........................................................................                                    7
9.       DOCUMENTS AVAILABLE FOR INSPECTION .......................................................................                                      7

APPENDIX I: PROPOSED AMENDMENTS TO THE MEMORANDUM ..............................................                                                         8

NOTICE OF EXTRAORDINARY GENERAL MEETING ......................................................................                                          14

PROXY FORM




                                                                             2
                                              DEFINITIONS

In this Circular, the following definitions apply throughout unless otherwise stated:

“ACRA”                              :    Accounting and Corporate Regulatory Authority Singapore

“AGM”                                    Annual General Meeting

“Companies Act”                     :    The Companies Act, Chapter 50 of Singapore

“Company”                           :    United Pulp & Paper Company Limited

“Directors”                         :    The directors of the Company for the time being

“EGM”                               :    The extraordinary general meeting of the Company, notice of
                                         which is given on page 14 of this Circular

“Group”                             :    The Company and its subsidiaries

“Latest Practicable Date”           :    The latest practicable date prior to the printing of this Circular,
                                         being 25 March 2010

“Memorandum”                        :    The Memorandum of Association of the Company for the time
                                         being

“SGX-ST”                            :    Singapore Exchange Securities Trading Limited

“Shares”                            :    Ordinary shares in the capital of the Company

“Shareholders”                      :    Registered holders of Shares except that where the registered
                                         holder is CDP, the term “Shareholders” shall, in relation to such
                                         Shares and where the context admits, mean the Depositors
                                         whose securities accounts are credited with Shares

“Special Resolution”                :    The special resolution as set out in the notice of EGM


“Substantial Shareholder”           :    A person (including a corporation) who has an interest in not
                                         less than five per cent. (5%) of the issued voting shares of the
                                         Company

“%” or “per cent.”                  :    Per centum or percentage

The terms “Depositor”, “Depository Agent” and “Depository Register” shall have the meanings
ascribed to them respectively in Section 130A of the Companies Act.

Words importing the singular shall, where applicable, include the plural and vice versa. Words importing
the masculine gender shall, where applicable, include the feminine and neuter genders. References to
persons shall include corporations.

The headings in this Circular are inserted for convenience only and shall be ignored in construing this
Circular.

Any reference in this Circular to any enactment is a reference to that enactment as for the time being
amended or re-enacted. Any word defined under the Companies Act or any statutory modification
thereof and not otherwise defined in this Circular shall have the same meaning assigned to it under the
Companies Act or any statutory modification thereof, as the case may be.

Any reference to a time of day in this Circular is made by reference to Singapore time unless otherwise
stated.

                                                      3
                                   LETTER TO SHAREHOLDERS

                         UNITED PULP & PAPER COMPANY LIMITED
                                (Incorporated in the Republic of Singapore)
                              (Company Registration Number: 196700346M)

Directors:                                                                Registered Office:
Mr. Koh Kim Huat          (Non-Executive Director, Chairman)              1 Kim Seng Promenade
Mr. Koh Wan Kai           (Executive Director, Chief Executive Officer)   #14-01 Great World City East Tower
Mr. Adrian Chan Pengee    (Independent Director)                          Singapore 237994
Mr. Gary Ho Kuat Foong    (Independent Director)
Mr. Hardjanto Adiwana     (Non-Executive Director)
Mr. Tan Geok Kwang        (Non-Executive Director)

                                                                                                7 April 2010

To:   The Shareholders of the Company

Dear Sir/Madam,

1.    INTRODUCTION
      The purpose of this Circular is to provide Shareholders with information relating to, and to seek the
      Shareholders’ approval for the following matters at the EGM:

      (a)    the proposed change of the name of the Company from “United Pulp & Paper Company
             Limited” to “UPP Holdings Limited”; and

      (b)    the proposed amendments to the Memorandum.

2.    PROPOSED CHANGE OF NAME OF THE COMPANY
2.1   The Rationale
      The Company was established in 1967. The principal business of the Company is investment
      holding. The existing businesses of the Group are manufacturing and the selling of paper and
      paper / packaging products.

      In addition to the Group’s existing principal businesses, the Group intends to expand into new areas
      of businesses which may include the following:

      (a)    recycling, processing and treatment services (including recycling, recovery, processing and
             treatment of waste or used materials);

      (b)    energy saving solutions (including supply and installation of Light-Emitting Diode (LED) lights
             and such other energy saving products or materials); and

      (c)    such other environmental protection or environmental technology related businesses.

      In view of the expansion of the Group’s businesses beyond paper-related business, the Company
      is proposing to change its name from “United Pulp & Paper Company Limited” to “UPP Holdings
      Limited”.

      The proposed change of name of the Company is to align the Company’s name with the corporate
      strategy of the Group in expanding into new businesses, in addition to the Group’s existing
      principal businesses. The Company will seek Shareholders’ approval for such new businesses if
      required under the relevant legislation and/or the SGX-ST Listing Manual. The proposed change
      of the Company name will not affect any of the Shareholders’ rights or the Group’s daily business
      operations and financial standing.



                                                       4
                                   LETTER TO SHAREHOLDERS

2.2   Procedures
      An application has been made to the ACRA for the reservation of the name “UPP Holdings Limited”
      and the reservation has been approved. Such reservation is valid until 7 May 2010.

      The proposed change of the Company’s name to “UPP Holdings Limited” is subject to Shareholders’
      approval, and will be proposed as a Special Resolution at the EGM. Upon the approval of the
      Shareholders, the Company will change its name to “UPP Holdings Limited” and the name “United
      Pulp & Paper Company Limited” shall be substituted for “UPP Holdings Limited”, wherever the latter
      name appears in the Company’s Memorandum and Articles of Association.

      The Company will make an announcement when the change of name takes effect.

2.3   Status of Existing Share Certificates
      Shareholders should note that, notwithstanding the change of the Company’s name, the Company
      will not recall existing share certificates which will continue to be prima facie evidence of legal title.
      No further action will be required on the part of Shareholders.

3.    PROPOSED AMENDMENTS TO THE MEMORANDUM
3.1   The Rationale
      Prior to the Companies (Amendment) Act 2004 coming into force on 1 April 2004, it was a
      requirement that the memorandum of association of every company be required to contain an
      objects clause. The objects clause will generally define the business and set out the activities the
      company intends and is empowered to carry out. To ensure that the company is empowered to
      engage in a wide range of businesses and activities, objects clauses were often drafted as widely
      as possible.

      The Companies (Amendment) Act 2004 amended Section 22(1) of the Companies Act so that it
      is no longer necessary to state the objects of the company within its memorandum. In accordance
      with Section 23(1) of the Companies Act, subject to the provisions of the same Act, any other
      written law and its memorandum and articles of association, a company has full capacity and
      powers to carry on or undertake any business or activity, do any act or enter into any transaction
      and for these purposes, has full rights, powers and privileges. As the presence of an objects clause
      may limit or restrain the powers of the Company, it is proposed that the objects clause in the
      Memorandum be deleted in its entirety.

      The Companies (Amendment Act) 2005, which came into force on 30 January 2006, introduced
      further key amendments to the Companies Act. These amendments include, inter alia, the abolition
      of the concepts of par value and authorised capital. To realign the Memorandum with the changes
      to the companies legislation, it is proposed that Clause 5 in the Memorandum relating to the
      authorised share capital of the Company be deleted in its entirety.

      The text of the Memorandum which are proposed to be deleted is set out in Appendix I to this
      Circular.




                                                      5
                                      LETTER TO SHAREHOLDERS

4.    INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS
4.1   The interests of Directors and Substantial Shareholders in the Shares as at the Latest Practicable
      Date, based on the Company’s register of Directors’ shareholdings and register of Substantial
      Shareholders, are set out below:

      Directors                             Direct Interest               Deemed Interest               Total Interest
                                        No. of Shares        %(1)       No. of Shares     %(1)       No. of Shares   %(1)
      Mr. Koh Kim Huat                               -              -             -              -             -            -

      Mr. Koh Wan Kai                                -              -             -              -             -            -

      Mr. Adrian Chan Pengee                200,000              0.04             -              -      200,000       0.04

      Mr. Gary Ho Kuat Foong                         -              -             -              -             -            -

      Mr. Hardjanto Adiwana                          -              -             -              -             -            -

      Mr. Tan Geok Kwang                             -              -             -              -             -            -


      Substantial Shareholders              Direct Interest               Deemed Interest               Total Interest
                                        No. of Shares        %(1)       No. of Shares     %(1)       No. of Shares   %(1)
      SSP Innovations Pte Ltd(2)         108,136,000         22.66                    -          - 108,136,000       22.66

      Garville Pte Ltd                                   -          - 108,136,000         22.66 108,136,000          22.66

      Rowsley Ltd.                                       -          - 108,136,000         22.66 108,136,000          22.66

      Mr. Lim Eng Hock                   120,984,557         25.36 108,136,000            22.66 229,120,557          48.02

      Smartpro Holdings Limited           32,210,000             6.75     2,246,000        0.47       34,456,000      7.22

      Samson Paper Holdings                              -          -    34,456,000        7.22       34,456,000      7.22
      Limited

      Mr. Lee Seng Jin                                   -          -    34,456,000        7.22       34,456,000      7.22

      Notes:
      (1)   As a percentage of the total number of issued shares as at the Latest Practicable Date, comprising 477,114,000
            Shares.

      (2)   28,760,000 Shares are held by Hong Leong Finance Nominees Pte Ltd.


5.    EXTRAORDINARY GENERAL MEETING
      The EGM, notice of which is set out on page 14 of this Circular, will be held at Buona Vista
      Room, No. 87, Science Park Drive, Science Hub, Singapore 118260 on Thursday, 29 April 2010 at
      10.30 a.m. (or as soon thereafter following the conclusion of the AGM of the Company to be held at
      10.00 a.m. on the same day and at the same venue) for the purposes of considering and, if thought
      fit, passing, with or without modifications, the Special Resolutions as set out in the Notice of EGM.

6.    ACTION TO BE TAKEN BY SHAREHOLDERS
      Shareholders who are unable to attend the EGM and wish to appoint a proxy to attend and vote at
      the EGM on his behalf will find a Proxy Form attached to this Circular which they should complete,
      sign and return in accordance with the instructions printed thereon as soon as possible and in any

                                                             6
                                  LETTER TO SHAREHOLDERS

      event so as to arrive at the registered office of the Company not less than 48 hours before the
      time fixed for the EGM. The sending of a Proxy Form by a Shareholder does not preclude him from
      attending and voting in person at the EGM in place of his proxy if he finds that he is able to do so.

7.    DIRECTORS’ RECOMMENDATIONS
7.1   Proposed Change of Name of the Company to “UPP Holdings Limited”
      The Directors believe that the new name of the Company can provide the Group with a more
      appropriate identification and image which will benefit the Group’s future business development
      and is in the interest of the Company and the Shareholders as a whole.

      Accordingly, the Directors recommend that Shareholders vote in favour of the Special Resolution
      set out in the Notice of EGM on page 14 of this Circular, namely, Resolution 1: Special Resolution
      (Proposed Change of Name of the Company).

7.2   Proposed Amendments to the Memorandum
      The Directors are of the opinion that the proposed amendments to the Company’s Memorandum to
      align it with the current provisions of the Companies Act, are in the interest of the Company.

      Accordingly, the Directors recommend that Shareholders vote in favour of the Special Resolution
      set out in the Notice of EGM on page 14 of this Circular, namely, Resolution 2: Special Resolution
      (Proposed Amendments to the Memorandum).

8.    DIRECTORS’ RESPONSIBILITY STATEMENT
      The Directors collectively and individually accept responsibility for the accuracy of the information
      given in this Circular and confirm that, having made all reasonable enquiries, to the best of their
      knowledge and belief, the facts stated and the opinions expressed in this Circular are fair and
      accurate in all material respects as at the date hereof and that there are no other material facts the
      omission of which would make any statement in this Circular misleading.

9.    DOCUMENTS AVAILABLE FOR INSPECTION
      Copies of the Memorandum and Articles of Association of the Company may be inspected by
      Shareholders at the registered office of the Company, during normal business hours from the date
      hereof up to and including the date of the EGM.




      Yours faithfully,
      For and on behalf of the Board of Directors of
      United Pulp & Paper Company Limited


      Koh Wan Kai
      Executive Director, Chief Executive Officer




                                                       7
            APPENDIX I: PROPOSED AMENDMENTS TO THE MEMORANDUM

The amendments which are proposed to be made to the Memorandum are set out below. For ease of reference
and where appropriate, the full text of the Memorandum proposed to be amended has also been reproduced.

Existing Clause 3

3.    The objects for which the Company is established are:-

      (1)    To carry on the business of manufacturers of and dealers in paper products and paper of all
             kinds, and articles made from paper, pulp, kraft paper, waste paper, old newspaper or corrugated
             boards, and materials used in the manufacture or treatment of paper, including toilet paper,
             cardboard, mill boards, wall and ceiling papers, Carton Boxes, Multiwall Paper Bags and Eggs
             Filler Slat.

      (2)    To carry on all or any of the businesses of printers, stationers, lithographers, typefounders,
             stereotypers, electrotypers, photographic printers, photo-lithographers, chromo-lithographers,
             engravets, diesinkers, book-binders, designers, draughtsmen, paper and ink manufacturers, book
             sellers, publishers, advertising agents, engineers and dealers in or manufacturers of any other
             articles or things of a character similar or analogous to the foregoing or any of them or connected
             therewith.

      (3)    To carry on all or any of the businesses of general importers, exporters, dealers, merchants and
             manufacturers, commercial, financial, insurance, shipping, commission, consignment and general
             agents, manufacturers’ representatives, and either as principals or agents, to buy, sell trade and
             deal in produce; goods, articles and merchandise of every description.

      (4)    To purchase, acquire, hold, sell and deal in shares, stocks, debentures, debenture stock,
             bonds, obligations and securities issued or guaranteed by any company constituted or carrying
             on business in any part of the world and debentures, debenture stock, bonds, obligations and
             securities issued or guaranteed by any government, sovereign rulers, commissioners, public
             body or authority, supreme, municipal, local or otherwise wheresoever situate, and to subscribe
             or tender for or to obtain by way of exchange the same either conditionally or otherwise and to
             underwrite or guarantee the subscription thereof and to exercise and enforce all rights and powers
             conferred by or incident to the ownership thereof.

      (5)    To carry on the business of capitalists, financiers and concessionaires and to undertake, carry on
             and execute all kinds of financial commercial trading and other operations.

      (6)    To purchase or otherwise acquire for resale or investment and to traffic in lands, houses, buildings,
             plantations and immovable property of any tenure or any interest therein, and any movable
             property of any description or any interest therein, and to create, sell and deal in freehold and
             leasehold ground rents, and generally to acquire, deal in, traffic in by way of sale, lease, exchange
             otherwise property of every description, whether immovable or movable, real or personal and
             whether for valuable consideration or not.

      (7)    To purchase, take on lease or otherwise acquire land in Singapore or elsewhere; and therein to
             grow and cultivate rice and other grains and cereals, rubber, tea, coffee, cocoa, sisal hemp, oil
             palms, fibres, sarsaparilla, patchouli, gums, copals, sugar cane, gambier, sago palms, coconut
             palms, oil palms, nutmegs, cinnamon, cloves, durians, bananas, rambutans, mangosteens,
             pineapples, tapioca, potatoes, papaya, strawberries and all other fruits, root crops and spices;
             and to carry on and work the businesses of cultivators, winners, buyers and sellers of every kind
             of vegetable or other produce of the soil; and to prepare, manufacture, and render marketable any
             such produce, and to sell, dispose of, and in any way deal in any such produce in any state.

      (8)    To develop and turn to account any land acquired by or in which the Company is interested, and
             in particular by laying out and preparing the same for building purposes, constructing, altering,
             pulling down, decorating, maintaining, furnishing, fitting up and improving buildings, and by
             planting, paving, draining, farming, cultivating, letting on building lease or building agreement, and
             by advancing money to and entering into contracts and arrangements of all kinds with builders,
             contractors, tenants, and others.

      (9)    To carry on any business relating to the winning and working of minerals, the production and
             working of metals, and the production, manufacture, and preparation of any other materials which
             may be usefully or conveniently combined with the engineering or manufacturing business of the
             Company, or any contracts undertaken by the Company, and either for the purpose only of such
             contracts or as an independent business.




                                                        8
       APPENDIX I: PROPOSED AMENDMENTS TO THE MEMORANDUM

(10)    To carry on the business of rubber merchants and rubber millers and to deal in rubber in any
        form or state and to acquire construct and own godowns smoke houses mills and factories for
        the purpose of storing milling smoking concentrating and/or manufacturing rubber and/or rubber
        goods.

(11)    To carry on business as ice manufacturers and merchants and as manufacturers and dealers
        in plant machines, machinery, vessels, siphons, filters, bottles, apparatus, appliances, and
        receptacles of all kinds for manufacturing, improving, treating, preserving, fining, aerating,
        mineralizing, bottling and discharging any such liquids.

(12)    To promote, establish, and carry on business relating to the manufacture, purchase, sale,
        importation, exportation, preparation, and storage by all processes and distribution both wholesale
        and retail of rice in all its branches and with all subsidiary or auxiliary undertakings and to acquire
        and own ice and cold storage and refrigeration works and factories.

(13)    To sell, purchase, import, export, improve, prepare, manufacture, construct, maintain, hire, rent,
        distribute deal and trade in ice of every description, refrigerators of all kinds, cool space and
        cooling machines and similar apparatus for the preservation and storing of all fruits and other
        food products and supplies of every description.

(14)    To manufacture, buy, sell, improve, treat, preserve, fine, aerate, mineralise, bottle and otherwise
        deal in mineral and aerated waters and other liquids of every description.

(15)    To purchase take in exchange charter hire build or otherwise acquire and own steam and motor
        or other ships vessels launches flats barges and craft of every description with all engines tackles
        stores equipments and furniture and to maintain repair reclass improve alter sell exchange
        mortgage charge let on hire or charter or otherwise deal with and dispose of the same and to
        employ the same in the conveyance of passengers mails troops munitions of war livestock meat
        grain and other produce treasure specie and goods merchandise and cargo of every description
        between such ports in any part of the world as may seem expedient and to acquire any postal
        subsidies.

(16)    To carry on all or any of the business of merchants, managers of shipping property, freight
        contractors, carriers by land, water and air, shipbuilders, shipowners, shipbrokers, warehousemen,
        wharfingers, barge owners, lightermen, forwarding agents, shipping agents, towers, towing agents,
        insurance brokers, underwriters and insurers of ships, goods and other property.

(17)    To purchase, take in exchange, charter, hire or otherwise acquire and hold ships and vessels
        or any shares or interests in ships or vessels and also shares, stocks and securities of any
        companies possessed of or interested in any ships or vessels and to maintain, repair, improve,
        alter, sell, exchange or let out on hire or charter or otherwise deal with and dispose of any ships,
        vessels or shares or securities aforesaid.

(18)    To act as general or special agents or managers, or managing agents, in any place for any
        persons, public body or company.

(19)    To own, carry on and run all or any of the businesses of sawmillers, sawmill proprietors,
        woodcutters, timber merchants, timber growers, and to buy, sell, grow, manipulate, import, export
        and deal in, timber and wood of all kinds and articles of all kinds in the manufacture of which
        timber or wood is used and also the businesses of foresters, charcoal burners and charcoal
        dealers, in Singapore, and the States of Malaya and elsewhere.

(20)    To carry on the business of electrical engineers and contractors, suppliers of electricity, carrier’s
        of passengers and goods, electric manufacturers of, and dealers in, railway, tramway, electric,
        magnetic, galvanic, and other apparatus, mechanical engineers, suppliers of light, heat, sound,
        and power and to acquire any inventions, etc., and to construct railways and tramways, and work
        the same by steam, gas, oil, electricity, or other power.

(21)    To carry on the business of an electric light company in all its branches, and in particular to
        design, construct, lay down, establish, fix, and carry out all necessary cables, wires, lines,
        accumulators, lamps, works and stations, and to generate, accumulate, distribute, and supply
        electricity, and to light cities, towns, streets, docks, markets, theatres, mines, estates, buildings
        and places both public and private.

(22)    To buy, sell, prepare for markets, and deal in coal, live stock, meat, and other merchandise or
        produce.


                                                   9
       APPENDIX I: PROPOSED AMENDMENTS TO THE MEMORANDUM

(23)    To carry on all or any of the businesses of circus concert hall cinema ballroom music hall
        hippodrome and theatre proprietors or agents box office keepers showmen exhibitors song music
        play programme and general publishers and printers scene proscenium and general painters
        and decorators theatrical and musical agents caterers for public and private amusements and
        entertainments of every description.

(24)    To carry on all or any of the businesses of chemists, druggists, dry-salters, oil and colourmen; and
        importers, exporters and manufacturers of and dealers in all pharmaceutical, medicinal, chemical,
        industrial, and other preparations and articles, compounds, cements, oils, paints, pigments,
        and varnishes, drugs, dyeware, paint and colour grinders; makers of and dealers in proprietary,
        articles of all kinds and of electrical, chemical, photographical, surgical and scientific apparatus
        and materials; and to buy, sell, manufacture, refine, manipulate and deal in, all substances,
        apparatus, and things capable of being used in any such businesses as aforesaid or in any way in
        connection therewith.

(25)    To manufacture, buy, sell, exchange, alter, improve, manipulate, prepare for market, and otherwise
        deal in all kinds of kerosene oil stove, plant, machinery, apparatus, tools, utensils, substances,
        materials, and things necessary or convenient for carrying on any of the above specified
        businesses or proceedings, or usually dealt in by persons engaged in such businesses.

(26)    To carry on the business of a steam and general laundry, and to wash, clean, purify, scour,
        bleach, wring, dry, iron, colour, dye, disinfect, renovate, and prepare for use all articles of wearing
        apparel, household, domestic and other linen, and cotton and woollen goods and clothing and
        fabrics of all kinds, and to buy, sell, hire, manufacture, repair, let on hire, alter, improve, treat and
        deal in all apparatus, machines, materials, and articles of all kinds which are capable of being
        used for any such purpose.

(27)    To carry on the business of running motor omnibuses, motor lorries and motor vehicles of all
        kinds as and where the Company thinks fit, and to transport passengers and goods and generally
        to carry on the business of common carriers.

(28)    To carry on the business of garage proprietors, taxicab, omnibus, cab, and other public or private
        conveyance proprietors; job-masters; omnibus, carriage, cab, and cart dealers; omnibus, coach,
        motor, carriage, cab, cart or other vehicle manufacturers, and repairers garage, coach-house and
        stable builders, dealers in motor accessories of all kinds and motor and mechanical engineers.

(29)    To carry on the business of manufacturers and merchants of motor vehicles, and generally of all
        kinds of omnibuses and vehicles for the transport of persons and goods, whether propelled or
        moved by electricity, steam, oil, gas, vapour, atomic energy or other motive or mechanical power.

(30)    To carry on the businesses of mechanical engineers and carriage builders in all their respective
        branches.

(31)    To purchase, hire, sell, deal in, construct, equip, maintain, improve, repair, and use, motorcars,
        motor-lorries, motor-cycles, steam cars, steam wagons, tractors, aeroplanes, air-ships, bicycles,
        carts, carriages, and all other forms of machine or vehicle now or at any time hereafter in use
        for the purposes of transport of men, animals or materials, either terrestrially, subterraneously,
        or aerially, and all tools and parts thereof and all other things proper to be used in connection
        therewith.

(32)    To establish, maintain, and work lines of aerial conveyance between any towns or places in
        Singapore and/or the States of Malaya, and between any other places to be from time to time
        selected by the Company.

(33)    To carry on all or any of the businesses of brewers, maltsters, malt factors, ciderists, hop distillers,
        ale brewers, corn merchants, wine and spirit merchants, distillers, coopers and bottlers, bottle
        makers, bottle stopper, makers, can makers, potters, manufacturers and dealers in aerated
        and mineral waters, and other drinks, licensed victuallers, hotel keepers, beerhouse keepers,
        restaurant keepers, lodging-house keepers, ice manufacturers and merchants, tobacconists,
        farmers, dairy-men, yeast dealers, grain sellers and driers, refrigerators, suppliers of goods from
        refrigerators or cold storage and in respect of all the above either wholesale or retail or otherwise
        howsoever.

(34)    To employ and pay mining experts, engineers, agents, and other persons, partnerships,
        companies or corporations and to organise, equip and dispatch expeditions or prospecting,
        exploring, reporting on, surveying, working of mines, farms, district, territories and properties, and
        whether the same are the property of this Company or otherwise and to make advances to, and

                                                   10
       APPENDIX I: PROPOSED AMENDMENTS TO THE MEMORANDUM

        pay for or contribute to the expenses of, and otherwise assist persons, or companies prospecting,
        acquiring, settling on, farming, building on, mining, or otherwise developing any minues, lands,
        farms, districts, territories and properties, or desirous of so doing.

(35)    To construct, maintain, develop, work, manage and control any hotels, clubs, restaurants,
        baths, boarding houses, theatres, music halls, cinematograph theatres, concert rooms and
        other places of amusement, pleasure grounds, parks, gardens, reading rooms, and other
        places of entertainment and to contribute to or otherwise assist or take part in the construction,
        maintenance, development, working, control and management thereof.

(36)    To carry on the business of proprietors and publishers of text books, journals, magazines,
        directories, books and other literary works and undertakings.

(37)    To enter into hire purchase agreements with the purchasers of motor vehicles, radios,
        refrigerators, or other articles, and to negotiate assign mortgage or pledge such agreements for
        cash or otherwise or the payments due or rights accruing thereunder.

(38)    To purchase, hire, sell, lease, construct, equip, maintain, alter, improve, repair and use, any
        houses, offices, factories, buildings, works, canals, canalised water-ways, docks, piers, jetties,
        wharves or warehouses, and any railways, light railways, tramways, ropeways, or any other means
        of fixed mechanical transport, and any rolling stock, plant, or other material whatsoever of the
        same nature.

(39)    To purchase, take on lease or in exchange, or on grant from any person, Government or any other
        authority, hire or otherwise acquire and hold any lands, buildings, easements, rights, privileges,
        concessions, and any real and personal property of any kind necessary or convenient for the
        Company’s business.

(40)    To carry on the businesses of builders and contractors of and for all buildings and works of any
        kind, road pavement makers and repairers and manufacturers of building materials of all kinds,
        and of architects and surveyors.

(41)    To carry on all or any of the businesses of manufacturers, importers, exporters, merchants,
        agents and wholesale or retail dealers of and in all kinds of hardware, kerosene lamps, cooking
        apparatus and utensils, textile or woollen fabric, shipchandlery, wooden goods, iron and steel
        and metal whether raw or manufactured, paper, provisions, fats, tallow, candles, soap, perfumery,
        medical and sanitary appliances, books, wines, spirits, aerated and alcoholic or other liquors,
        porcelain pottery, glassware, cutlery, furniture, household fittings and utensils, machinery, tools
        and implements of all kinds, chemical and other manures of all kinds.

(42)    To make experiments in connection with all or any of the businesses of the Company and to
        protect any of the inventions of the Company by letters patent or otherwise.

(43)    To apply for, purchase or otherwise acquire, use, assign, sell and generally deal in patents,
        patent-rights, trade-marks, designs, or other exclusive or non-exclusive or limited rights or
        privileges and to use, develop, grant licences, and otherwise turn to account the same or any
        interests thereunder and at pleasure to dispose of the same in any way.

(44)    To buy and sell foreign currency and exchange and to accept money for remittance to all
        countries-and-to accept deposits of money on loan at interest or without interest and to carry
        on the business of capitalists, financiers, stock and share brokers, and concessionaires, and
        to undertake, carry on and execute, all kinds of financial, commercial, trading and other similar
        operations.

(45)    To buy, sell, manufacture, repair, alter, exchange, import and export pledge, barter or otherwise
        deal in any goods, products or by-products, made, produced, or manufactured by the Company
        and all substances, articles and things capable of being used, required or produced in any such
        businesses as aforesaid or for the purposes or in the execution of any wholesale or retail business
        of the Company.

(46)    To amalgamate or unite with or absorb into the Company any other company or association or
        business, or the members of any other company or association wherever formed for objects
        similar, analogous or subsidiary to any of the objects of the Company or carrying on any business
        capable of being conducted so as directly or indirectly to benefit the Company and to form,
        establish and bring out and assist in the formation or establishment of any such company or
        association and to acquire, hold and deal in shares or interests therein.


                                                 11
       APPENDIX I: PROPOSED AMENDMENTS TO THE MEMORANDUM

(47)    To purchase or otherwise acquire and undertake all or any part of the business, property and
        liabilities of any person or company carrying on any business which the Company is authorised to
        carry on or possessed of property suitable for the purposes of the Company.

(48)    To enter into partnership or into any arrangement for sharing profits, union of interests, reciprocal
        concessions, or co-operation with any person, partnership, or company carrying on, or about
        to carry on any business which this Company is authorised to carry on, or any business or
        transaction capable of being conducted so as directly or indirectly to benefit this Company, and
        to take or otherwise acquire, and hold shares or stock in, or securities of, and to subsidise or
        otherwise assist any such company or persons, and to sell, hold, reissue, with or without
        guarantee, or otherwise deal with such shares or securities.

(49)    To pay for any property whatsoever or remunerate any person or company for services
        rendered or to be rendered (including services in placing or assisting to place any of the shares
        or securities of the Company or in or about the formation or promotion of the Company or the
        conduct of its business) in shares (to be treated as either wholly or partly paid up) or debentures
        or debenture stock of the Company min money or partly in shares or debentures, or debenture
        stock, and partly in money.

(50)    To sell, lease, surrender, let on hire, reclaim, improve, work, manage, develop, mortgage, pledge,
        exchange, dispose of, turn to account, or otherwise deal with all or any of the property and rights
        of the Company.

(51)    To sell or dispose of the whole undertaking of the Company or any part thereof for such
        consideration as the Company may think fit, and, in particular, for shares, debentures or securities
        of any other company having objects altogether or in part similar to those of this Company.

(52)    To promote or to take part in the formation, management, supervision, or control of the business
        or operations of any other company either for the purchase or for acquiring all or any of the
        property, rights, and liabilities of the Company, or for any other purposes which may seem directly
        or indirectly calculated to benefit this Company and to appoint and remunerate any directors,
        accountants, or other experts or agents.

(53)    To issue any shares of the Company as fully or partly paid up and to invest or otherwise deal with
        the moneys of the Company in such manner as may from time to time be determined.

(54)    To lend money to such persons or companies and on such terms as may seem expedient, and
        in particular to customers and others having dealings with the Company, and to guarantee the
        performance of contracts by any such persons or companies.

(55)    To give the call of shares in this or any other company to any person or company upon such
        terms and conditions and otherwise as may seem expedient.

(56)    To obtain any Act of Parliament, or any law, or Order, or Ordinance of any Colonial or Foreign
        Legislature or Government for enabling the Company to carry any of its objects into effect, and
        to oppose any proceedings or applications which may seem calculated, directly or indirectly, to
        prejudice the Company’s interests.

(57)    To make, draw, accept, endorse, execute, discount and purchase or otherwise deal with
        promissory notes, bills of exchange, and all other kinds of negotiable or transferable instruments.

(58)    To enter into any arrangement with any government or authority, supreme, municipal, local or
        otherwise, or any company or person and to obtain from any such government or authority any
        rights, concessions, and privileges that may seem conducive to any of the objects of the Company
        or of any person, persons or company in whose interests the Company has authority to act.

(59)    To borrow and raise money for the purpose of the Company’s business.

(60)    To mortgage or charge the undertaking and all or any of the movable and immovable property,
        present or future including all or any of the uncalled capital for the time being of the Company and
        to issue at par, or at a premium, or discount, debentures, mortgages debentures or debenture
        stock payable to bearer or otherwise, and either permanent or irredeemable or redeemable or
        repayable, and collaterally or further to secure any securities of the Company by a trust deed
        or other assurance, and to confer upon the trustees of any such deed all such powers of
        management and realisation whether before or after the security constituted by the deed has
        become enforceable, and also such powers of control, supervision and voting as the Company
        may think expedient.

                                                  12
             APPENDIX I: PROPOSED AMENDMENTS TO THE MEMORANDUM

      (61)    To issue and deposit any securities which the Company has powers to issue by way of mortgage
              to secure any sum less than the nominal amount of such securities, and also by way of security
              for the performance of any contracts or obligations of the Company.

      (62)    To distribute among the members in specie any property of the Company.

      (63)    To establish maintain and work agencies or branch firms in any part of the world in connection
              with the business of the Company or any part thereof.

      (64)    To procure the Company to be registered in any country, colony or place.

      (65)    To adopt such means of making known the activities of the Company as may seem expedient,
              and in particular by advertising in the press, by circulars, by purchase and exhibition of works of
              art and/or interest, by publication of books and periodicals, and by the granting of prizes, rewards
              and donations.

      (66)    To apply for, purchase, or otherwise acquire, and protect, prolong, and renew whether in
              Singapore or elsewhere, any patents, patent rights, brevets d’invention, licences, concessions,
              trade marks, designs and the like, conferring any exclusive or non-exclusive or limited right of
              use, or any secret or other information as to any invention process or privilege which may seem
              capable of being used for any of the purposes of the Company, or the acquisition of which may
              seem calculated directly or indirectly to benefit the Company, and to use, exercise, develop,
              manufacture under or grant licences or privileges in respect of or otherwise turn to account the
              property, rights or information so acquired and to subsidise, take part in or assist experiments,
              investigations and researches likely to prove beneficial to the Company.

      (67)    To do all or any of the above things in any part of the world either as principals, agents, trustees,
              contractors, or otherwise, and either alone or in conjunction with others, and either by or through
              agents, sub-contractors, trustees, corporations, or otherwise.

      (68)    To do all such other things as are incidental or conducive, or are in the opinion of the Company
              incidental or conducive to the attainment of the above objects or any of them or which may be
              conveniently carried on and done in connection therewith, or which may be calculated directly or
              indirectly to enhance the value of, or render profitable, any business or property of the Company.

      (69)    The objects specified in each of the paragraphs in this Memorandum shall be regarded as
              independent objects, and accordingly shall be in no wise limited or restricted (except when
              otherwise expressed in such paragraph), by reference to the objects indicated in any other
              paragraph or the name of the Company, but may be carried out in as full and ample a manner and
              construed in as wide a sense as if each of the said paragraph defined the objects of a separate,
              distinct and independent company, provided always that nothing in this Memorandum contained
              shall empower the Company to carry on any life assurance business or fire insurance business or
              the business of bankers.

      And it is hereby declared that the word “company” in this clause except where used in reference to this
      Company shall be deemed to include any partnership or other body or persons whether incorporated or
      not incorporated.

      Proposed Amendments to Existing Clause 3
      By deleting Clause 3 in its entirety.

Existing Clause 5

5.    The authorised share capital of the Company at the date of this Clause taking effect is $50,000,000.00
      divided into 200,000,000 shares of $0.25 cents each with such rights as are defined by the Articles
      of Association. The authorised share capital of the Company may be increased, consolidated or sub-
      divided, or within the limit allowed by law, reduced.

      Proposed Amendments to Existing Clause 5

      By deleting Clause 5 in its entirety.




                                                        13
                        NOTICE OF EXTRAORDINARY GENERAL MEETING

                              UNITED PULP & PAPER COMPANY LIMITED
                                      (Incorporated in the Republic of Singapore)
                                    (Company Registration Number: 196700346M)

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of the Company will be held at Buona
Vista Room, No. 87, Science Park Drive, Science Hub, Singapore 118260 on Thursday, 29 April 2010 at
10.30 a.m. (or as soon thereafter following the conclusion of the Annual General Meeting of the Company
to be held at 10.00 a.m. on the same day and at the same venue) for the purposes of considering and, if
thought fit, passing with or without modifications, the following resolutions:

RESOLUTION 1 – SPECIAL RESOLUTION
PROPOSED CHANGE OF NAME OF THE COMPANY
That:

(a)      the name of the Company, subject to the approval of the Accounting and Corporate Regulatory
         Authority, be changed from “United Pulp & Paper Company Limited” to “UPP Holdings Limited” and
         that the name “United Pulp & Paper Company Limited” be substituted for “UPP Holdings Limited”
         wherever the former name appears in the Company’s Memorandum and Articles of Association; and

(b)      the Directors of the Company be and are hereby authorised to complete and do all such acts and
         things (including executing all documents as may be required) as they may consider expedient or
         necessary or in the interest of the Company to give effect to this Special Resolution.

RESOLUTION 2 – SPECIAL RESOLUTION
PROPOSED AMENDMENTS TO THE MEMORANDUM
That:

(a)      Clause 3 of the Memorandum of Association is hereby deleted in its entirety as to remove any
         uncertainty as to whether the Company has the power to act in a particular way or engage in a
         particular transaction;

(b)      Clause 5 of the Memorandum of Association is hereby deleted in its entirety to reflect the abolition
         of the concept of authorised share capital and par value; and

(c)      the Directors of the Company be and are hereby authorised to complete and do all such acts and
         things (including executing all documents as may be required) as they may consider expedient or
         necessary or in the interest of the Company to give effect to this Special Resolution.


BY ORDER OF THE BOARD


Loo Hwee Fang
Company Secretary

Date: 7 April 2010

Notes:

a.    Every Shareholder of the Company entitled to attend and vote at the Extraordinary General Meeting is entitled to appoint not
      more than two proxies to attend and vote on his behalf. A proxy need not be a shareholder of the Company.

b.    A Shareholder of the Company which is a corporation is entitled to appoint its authorised representative or proxies to vote on
      its behalf.

c.    The instrument appointing a proxy must be deposited at the registered office of the Company at 1 Kim Seng Promenade
      #14-01 Great World City East Tower Singapore 237994, at least 48 hours before the time set for the Extraordinary General
      Meeting or any postponement or adjournment thereof.




                                                                14
                                                         PROXY FORM

UNITED PULP & PAPER COMPANY LIMITED                                             IMPORTANT:
(Incorporated in the Republic of Singapore)                                     1. For investors who have used their CPF monies to buy
(Company Registration Number: 196700346M)                                          ordinary shares in the capital of United Pulp & Paper
                                                                                   Company Limited, this Circular is forwarded to them
                                                                                   at the request of the CPF Approved nominees and is
Extraordinary General Meeting to be held on 29 April 2010                          sent For Information only.
(Before completing this Proxy Form, please see notes below.)
                                                                                2. This Proxy Form is not valid for use by CPF investors
                                                                                   and shall be ineffective for all intents and purposes if
                                                                                   used or purported to be used by them.
                                                                                3. CPF investors who wish to vote should contact their
                                                                                   CPF Approved Nominees.


                                                                    NRIC/Passport No./
I / We                                                              Company Registration No.

of

being a member / members of United Pulp & Paper Company Limited (the “Company”) hereby appoint:

                 Name                                   Address                      NRIC/Passport               Proportion of
                                                                                          No.                  Shareholdings (%)




and/or (delete as appropriate)
                 Name                                   Address                      NRIC/Passport               Proportion of
                                                                                          No.                  Shareholdings (%)




as my/our proxy/proxies to attend and to vote for me/us on my/our behalf and, if necessary, to demand
a poll at the Extraordinary General Meeting of the Company to be held at Buona Vista Room, No. 87,
Science Park Drive, Science Hub, Singapore 118260 on Thursday, 29 April 2010 at 10.30 a.m. (or as
soon thereafter following the conclusion of the AGM of the Company to be held at 10.00 a.m. on the same
day and at the same venue) and at any adjournment thereof, in the following manner indicated below.

(Please indicate with a cross (“X”) in the spaces provided whether you wish your votes(s) to be cast for or
against the Resolution. In the absence of specific directions, the proxy/proxies will vote or abstain as he/
they may think fit.)

                            Resolution                                        To be used                        To be used
                                                                          on a show of hands               in the event of a poll
                                                                            For*           Against*           For**          Against**
    Special Resolution 1 – Proposed Change of Name of
    the Company
    Special Resolution 2 – Proposed Amendments to the
    Memorandum

*      Please indicate your vote “For” or “Against” with an “X” within the box provided.

**     If you wish to use all your votes “For” or “Against”, please indicate with an “X” within the box provided. Otherwise, please
       indicate number of votes.

Dated this                     day of                             2010
                                                                                    Total Number of Shares held:
                                                                                    (a) CDP Register
                                                                                    (b) Register of Members

Signature(s) of Member(s) or Common Seal
           IMPORTANT: PLEASE READ NOTES OVERLEAF BEFORE COMPLETING THIS PROXY FORM
                                                       PROXY FORM

Notes:

1.    If you have Shares entered against your name in the Depository Register (as defined in Section 130A of the Companies
      Act, Chapter 50 of Singapore), you should insert that number of Shares. If you have Shares registered in your name in the
      Register of Members, you should insert that number of Shares. If you have Shares registered in your name in the Depository
      Register and Shares registered in your name in the Register of Members, you should insert the aggregate number of Shares
      entered against your name in the Depository Register and registered in your name in the Register of Members. If no number
      is inserted, the instrument appointing a proxy or proxies shall be deemed to relate to all the shares in the capital of the
      Company held by you.

2.    A Shareholder of the Company entitled to attend and vote at a meeting of the Company is entitled to appoint not more than
      two proxies to attend and vote in his stead. A proxy need not be a Shareholder of the Company.

3.    Where a Shareholder of the Company appoints more than one proxy, the appointments shall be invalid unless he specifies
      the proportion of his/her shareholding (expressed as a percentage of the whole) to be represented by each proxy.

4.    The instrument appointing a proxy or proxies must be deposited at the registered office of the Company located at
      1 Kim Seng Promenade #14-01 Great World City East Tower Singapore 237994, not less than 48 hours before the time set
      for the Extraordinary General Meeting.

5.    The instrument appointing a proxy or proxies must be under the hand of the appointor or by his/her attorney duly authorised
      in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either under
      its common seal or under the hand of its attorney or a duly authorised officer.

6.    A corporation which is a member may, in accordance with Section 179 of the Companies Act, Chapter 50 of Singapore,
      authorise by resolution of its directors or other governing body such person as it thinks fit to act as its representative at the
      Extraordinary General Meeting.

General

The Company shall be entitled to reject the instrument appointing a proxy or proxies, if it is incomplete, improperly completed,
illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified on
the instrument appointing a proxy or proxies. In addition, in the case of shares entered in the Depository Register, the Company
may reject any instrument appointing a proxy or proxies if a shareholder of the Company, being the appointor, is not shown to
have shares entered against his/her name in the Depository Register as at 48 hours before the time appointed for holding the
Extraordinary General Meeting, as certified by The Central Depository (Pte) Limited to the Company.

				
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