NOTICE IS HEREBY GIVEN that the 8th Annual General Meeting of the Company will be held at Amara Hotel, 165 Tanjong Pagar Road, Singapore 088539, Connection 2, Level 3 on the 30th day of May 2002 at 10.00 a.m. for the purpose of transacting the following business:
As Ordinary Business
1. To receive and adopt the Directors' Report and Audited Accounts for the year
ended 31 December 2001 together with Auditors' Report thereon. (Resolution 1)
2. To declare a final tax exempt dividend of 0.30 cents (2000: 0.62 cents) per
ordinary share for the year ended 31 December 2001. (Resolution 2)
3. To re-appoint Mr Soedarpo Sastrosatomo as a Director retiring pursuant to
Section 153 (6) of the Companies Act (Chapter 50). (Resolution 3)
4. To re-elect the following Directors retiring by rotation pursuant to Articles 92 of the
Company's Articles of Association:
(a) Mr Hamdi Adnan (Resolution 4)
(b) Mr Anwarsyah (Resolution 5)
(c) Mr Asmari Herry Prayitno (Resolution 6)
5. To re-elect Mr Anugerah Pekerti as a Director retiring pursuant to Article 97 of the
Company's Articles of Association. (Resolution 7)
6. To approve Directors' Fees of $70,000 (2000: $70,000.00) for the year ended
31 December 2001. (Resolution 8)
7. To re-appoint Messrs Arthur Andersen as Auditors of the Company and to authorise
the Directors to fix their remuneration. (Resolution 9)
As Special Business
To consider and, if thought fit, to pass with or without modifications, the following resolutions
as Ordinary Resolutions : -
8. Authority to Directors to issue shares.
"THAT authority be and is hereby given pursuant to Section 161 of the Companies
Act, Chapter 50 and the listing rules of the Singapore Exchange Securities
Trading Limited to the Directors of the Company to issue ordinary shares in the
Company (whether by way of rights, bonus or otherwise) at any time and upon such
terms and conditions and for such purposes and to such persons as the Directors
may in their absolute discretion deem fit provided that the aggregate number of
ordinary shares to be issued pursuant to this Resolution does not exceed fifty per
cent (50%) of the issued share capital of the Company for the time being, of which
the aggregate number of ordinary shares to be issued other than on a pro rata basis
to shareholders of the Company does not exceed twenty per cent (20%) of the
issued share capital of the Company for the time being, and, unless revoked or
varied by the Company in general meeting, such authority shall continue in force
until the conclusion of the next Annual General Meeting of the Company or the date
by which the next Annual General Meeting of the Company is required by law to be
held, whichever is the earlier." (Resolution 10)
9. Renewal of Approval for the Shareholders' Mandate for Interested Person Transactions.
"THAT:
(a) approval be and is hereby given for the purposes of Chapter 9A of the Listing
Manual of the Singapore Exchange Securities Trading Limited, for the Company,
its subsidiaries and target associated companies (the "Group") or any of them to
enter into any of the transactions falling within the types of Interested Person
Transactions, particulars of which are set out in the Company's Circular to
Shareholders dated 25 April 2001 (the "Circular"), as amended with shareholders'
approval on 30 May 2001, with any party who is of the class of Interested
Persons referred to in the Circular, provided that such transactions are made on
an arm's length basis and on normal commercial terms and in accordance with
the guidelines of the Company for Interested Person Transactions as set out in
the Circular;
(b) such approval shall, unless revoked or varied by the Company in General Meeting,
continue in force until the next Annual General Meeting of the Company; and
(c) the Directors of the Company be and are hereby authorised to complete and do all
such acts and things (including executing all such documents as may be required)
as they may consider expedient or necessary or in the interest of the Company to
give effect to the Mandate and/or this Resolution." (Resolution 11)
10. To transact any other business that may be transacted at an Annual General Meeting.
By Order of the Board
Ms Tang Cheng Lin
Company Secretary
14 May 2002
Singapore
STATEMENT PURSUANT TO ARTICLE 54 OF THE ARTICLES OF ASSOCIATION OF THE COMPANY
Resolution No. 10 is to empower the Directors to issue ordinary shares in the capital of the Company up to an amount not exceeding in total fifty per cent (50%) of the issued ordinary share capital of the Company for the time being.
Resolution No. 11 is to renew the mandate to allow the Company, its subsidiaries and target associated companies or any of them to enter into certain interested person transactions with persons who are considered "interested persons" (as defined in Chapter 9A of the Listing Manual of the Singapore Exchange Securities Trading Limited).
Note:-
1. Mr Anugerah Pekerti will, upon re-election as Director of the Company, continue to serve as Member of the Audit Committee and will be considered an Independent Director pursuant to Clause 902(4)(a) of the Listing Manual of the Singapore Exchange Securities Trading Limited.
2. A member may appoint not more than two proxies to attend at the same meeting. Where a member appoints more than one proxy, he shall specify the proportion of his shareholding to be represented by each proxy. A proxy need not be a Member of the Company.
3. The instrument appointing a proxy must be deposited at the Registered Office of the Company at 10 Hoe Chiang Road #16-02 Keppel Towers, Singapore 089315, not less than 48 hours before the time appointed for holding the meeting.