06 May 2003

Notice Of Annual General Meetings
 

NOTICE IS HEREBY GIVEN that the 2003 Annual General Meeting of the shareholders of the Company will be held on Friday, 23 May 2003 at 18 Cross Street 8th Floor China Square Central Singapore 048423 at 10.00 a.m. to transact the following businesses :

AS ORDINARY BUSINESS

1. To receive the audited financial statements of the Company and the Reports of the Directors and Auditors for the period ended 31 December 2002. Resolution 1
2. To declare a final dividend of 1 cent per ordinary share net of tax for the period ended 31 December 2002. Resolution 2
3. To re-elect the following directors retiring pursuant to the Company's Articles of Association :
(i) Tan Lay Ling (Article 107)

[Note: Ms Tan Lay Ling, Executive Director, will, upon re-election as Director of the Company, remain as an Executive Director.]
Resolution 3
4. To approve the Directors' fees for the period ended 31 December 2002. Resolution 4
5. To re-appoint Chio Lim & Associates as the Auditors for the ensuing year and to authorise the Directors to fix their remuneration. Resolution 5
 



AS SPECIAL BUSINESS

To consider and, if thought fit, to pass the following Resolution as Ordinary Resolution, with or without amendments:
6. "That the Directors be and are hereby authorised, pursuant to Section 161 of the Companies Act (Cap. 50) and the Articles of Association, to allot and issue shares and/or convertible securities where the maximum number of shares to be issued upon conversion is determinable at the time of the issue of such securities in the Company (whether by way of rights, bonus or otherwise) at any time and from time to time thereafter to such persons and on such terms and conditions and for such purposes as the Directors may in their absolute discretion deem fit provided always that the aggregate number of shares and/or convertible securities to be issued shall not exceed fifty per cent (50%) of the issued share capital of the Company, of which the aggregate number of shares and/or convertible securities to be issued other than on a pro-rata basis to existing shareholders shall not exceed twenty per cent (20%) of the issued share capital of the Company (the percentage of issued share capital being based on the issued share capital at the time such authority is given after adjusting for new shares arising from the conversion of convertible securities or employee share options on issue at the time such authority is given and any subsequent consolidation or subdivision of shares), and unless revoked or varied by the Company in general meeting and that such authority shall continue in force until the conclusion of the next Annual General Meeting or the expiration of the period within which the next Annual General Meeting of the Company is required by law to be held, whichever is earlier."

[See Explanatory Note (i)]
Resolution 6
7. And to transact any other business which may be properly transacted at an Annual General Meeting.
 

NOTICE IS ALSO HEREBY GIVEN that the Transfer Books and Register of Members of the Company will be closed on 4 June 2003 for the purpose of determining shareholders' entitlements to the proposed final dividend of 1 cent per ordinary share net of tax in respect of the financial period ended 31 December 2002 (the "Proposed Final Dividend").

Duly completed transfers received by the Company's Registrars, Barbinder & Co Pte Ltd at 8 Cross Street #11-00 PWC Building Singapore 048424 up to 5.00 p.m. on 3 June 2003 will be registered before entitlements to the Proposed Final Dividend are determined. The Proposed Final Dividend, if approved by shareholders at the 2003 Annual General Meeting, will be paid on 18 June 2003.

Members whose Securities Accounts with The Central Depository (Pte) Limited ("CDP") are credited with shares at 5.00 p.m. on 3 June 2003 will be entitled to the Proposed Final Dividend.

In respect of shares in Securities Accounts with CDP, the said dividend will be paid by the Company to CDP which will in turn distribute the dividend entitlements to such holders of shares in accordance with its practice.



BY ORDER OF THE BOARD



Tan Lay Kuan
Tan Siok Kheng
Company Secretaries

Singapore
Date : 6 May 2003


Explanatory Note:

(i) The Ordinary Resolution proposed in item 6 above, if passed, will empower the Directors of the Company from the date of the above meeting until the next Annual General Meeting to issue shares and convertible securities in the Company up to the limit as specified in the Resolution for such purposes as they consider would be in the interests of the Company. This authority will continue in force until the next Annual General Meeting of the Company, unless previously revoked or varied at a general meeting.


Note :

a) A member entitled to attend and vote at this meeting is entitled to appoint a proxy to attend and vote in his stead. A proxy need not be a member of the Company.

b) If a proxy is to be appointed, the form must be deposited at the registered office of the Company at 28 Joo Koon Circle Singapore 629057 not less than 48 hours before the meeting.

c) The form of proxy must be signed by the appointor or his attorney duly authorised in writing.

d) In the case of joint shareholders, all holders must sign the form of proxy.