NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of the Company will be held at Amara Hotel, Connection 2, Level 3, 165 Tanjong Pagar Road, Singapore 088539 on 28 May 2003 at 10.30 a.m. soon thereafter following the conclusion of the Annual General Meeting of the Company for the purpose of considering and, if thought fit, passing, with or without modifications, the following ordinary resolutions:
Resolution 1: Ordinary Resolution
The Proposed Renewal of the Mandate for Interested Person Transactions
THAT:
(a) approval be and is hereby given for the purposes of Chapter 9 of the Listing Manual of the Singapore Exchange Securities Trading Limited, for the Company and its subsidiaries or any of them to enter into, amend and/or renew any of the transactions falling within the types of Interested Person Transactions set out in the Company's circular to Shareholders dated 30 April, 2003 ("IPT Mandate");
(b) the IPT Mandate 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 and/or any of them 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 and/or he may consider expedient or necessary or in the interests of the Company to give effect to the IPT Mandate and/or this Resolution 1.
Resolution 2: Ordinary Resolution
The Proposed Renewal of the Share Buy-Back Mandate
THAT:
(a) for the purposes of Sections 76C and 76E of the Companies Act, Chapter 50 of Singapore (the "Companies Act"), the exercise by the Directors of the Company of all the powers of the Company to purchase or otherwise acquire issued ordinary shares of $0.10 each fully paid in the capital of the Company ("Shares") not exceeding in aggregate the Maximum Percentage (as hereafter defined), at such price or prices as may be determined by the Directors from time to time up to the Maximum Price (as hereafter defined), whether by way of:
(i) market purchase(s) on the Singapore Exchange Securities Trading Limited ("SGX-ST"); and/or
(ii) off-market purchase(s) (if effected otherwise than on the SGX-ST) in accordance with any equal access scheme(s) as may be determined or formulated by the Directors as they consider fit, which scheme(s) shall satisfy all the conditions prescribed by the Companies Act,
and otherwise in accordance with all other laws and regulations and rules of the SGX-ST as may for the time being be applicable, be and is hereby authorised and approved generally and unconditionally (the "Share Buy-Back Mandate");
(b) unless varied or revoked by the Company in general meeting, the authority conferred on the Directors of the Company pursuant to the Share Buy-Back Mandate may be exercised by the Directors at any time and from time to time during the period commencing from the date of the passing of this Resolution 2 and expiring on the earlier of:
(i) the date on which the next Annual General Meeting of the Company is held; and
(ii) the date by which the next Annual General Meeting of the Company is required by law to be held;
(c) in this Resolution 2:
"Maximum Percentage" means that number of issued Shares representing 10 per cent. of the issued ordinary share capital of the Company as at the date of the passing of this Resolution 2; and
"Maximum Price" in relation to a Share to be purchased or acquired, means the purchase price (excluding related brokerage, commission, applicable goods and services tax, stamp duties, clearance fees and other related expenses) which shall not be more than:
(i) in the case of a market purchases of a Share, 5% above the average of the closing market prices of the Shares over the last five market days on which transactions in the Shares were recorded before the day of the market purchase by the Company, and deemed to be adjusted, in accordance with the Listing Manual of the SGX-ST, for any corporate action that occurs after the relevant five-day period; and
(ii) in the case of an off-market purchase of a Share, 20% above the average of the closing market prices of the Shares over the last five market days on which transactions in the Shares were recorded before the date on which the Company makes an announcement of an offer under the off-market purchase scheme, stating therein the purchase price and the relevant terms of the equal access scheme for effecting the off-market purchase, and deemed to be adjusted, in accordance with the Listing Manual of the SGX-ST, for any corporate action that occurs after the relevant five-day period; and
(d) the Directors of the Company and/or any of them 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 and/or he may consider expedient or necessary or in the interests of the Company to give effect to the transactions contemplated and/or authorised by this Resolution 2.
By order of the Board
Ms Caroline Yeo Poh Noi/Ms Linda Law
Joint Company Secretaries
9 May 2003
Singapore
Notes:
(1) A member entitled to attend and vote at the Extraordinary General Meeting is entitled to appoint a proxy to attend and vote in his stead. A member, which is a corporation, is entitled to appoint its authorised representative or proxy to vote on its behalf.
(2) 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 72 Anson Road, #06-01 Anson House, Singapore 079911, not less than 48 hours before the time appointed for the Extraordinary General Meeting.
(4) The Company intends to use internal sources of funds to finance the purchase of Shares pursuant to the Share Buy-Back Mandate. The amount of financing required for the Company to purchase its Shares, and the impact on the Company's financial position, cannot be ascertained as at the date of this Notice as these will depend on the number of Shares purchased and the price at which such Shares were purchased.
Based on the existing issued and paid-up ordinary share capital of the Company as at 25 April 2003 (the "Latest Practicable Date"), the purchase by the Company of 10 per cent. of its issued Shares will result in the purchase of 45,767,500 Shares.
In the case of market purchases by the Company and assuming that the Company purchases 45,767,500 Shares at the Maximum Price of 18.37 cents for one Share (being the price equivalent to 5% above the average of the closing market prices of the Shares over the last five market days on which transactions were recorded preceding the Latest Practicable Date), the maximum amount of funds required for the purchase of 45,767,500 Shares is $8,407,489.75.
In the case of off-market purchases by the Company and assuming that the Company purchases 45,767,500 Shares at the Maximum Price of 21.00 cents for one Share (being the price equivalent to 20% above the average of the closing market prices of the Shares over the last five market days on which transactions were recorded preceding the Latest Practicable Date), the maximum amount of funds required for the purchase of 45,767,500 Shares is $9,611,175.00.
The financial effects of the purchase of such Shares by the Company pursuant to the Share Buy-Back Mandate on the financial statements of the Company and its subsidiaries for the financial year ended 31 December 2002 based on these assumptions are set out in paragraph 3.3, of the circular to Shareholders dated 30 April, 2003.