NOTICE OF THE FOURTH ANNUAL GENERAL MEETING AND NOTICE OF FINAL DIVIDEND ENTITLEMENT AND PAYMENT

NOTICE BE AND IS HEREBY GIVEN THAT the Fourth Annual General Meeting of the Company will be held at Meeting Room 3, Level 3, PNB Darby Park Executive Suites Kuala Lumpur, 10 Jalan Binjal, 50450 Kuala Lumpur on Tuesday, 10 June, 2008 at 10 a.m. for the following purposes:-

AGENDA

AS ORDINARY BUSINESS

1.       To receive the Audited Financial Statements for the year ended 31 December, 2007 together with the Reports of the Directors and Auditors thereon. [Ordinary Resolution 1]
 

2.        To declare a First and Final Tax Exempt Dividend of 6% (3 sen per share) in respect of the financial year ended 31 December, 2007 as recommended by the Directors. [Ordinary Resolution 2]
 

3.         To approve the payment of Directors’ fee for the financial year ended 31 December, 2007.
[Ordinary Resolution 3]
 

4.        To re-elect the following retiring Directors who retire by rotation and being eligible, offer themselves for re-election in accordance with the Article 92 of the Company’s Articles of Association :-

i)              Mr. Lim Chun Yow [Ordinary Resolution  4]

ii)             Mr. Hey Shiow Hoe [Ordinary Resolution 5]
 

5.       To re-elect Mr. Lim Kim Hock, the retiring Director, who retires and being eligible, offer himself for re election in accordance with the Article 98 of the Company’s Articles of Association.
 [Ordinary Resolution 6]
 

6.        To re-appoint Messrs Ernst & Young as Auditors of the Company for the financial year ending 31 December, 2008 and to authorize the Directors to fix the Auditors’ remuneration.  [Ordinary Resolution 7]                                       

AS SPECIAL BUSINESS :-

To consider and if thought fit, to pass with or without modifications, the following resolutions:-

7.      Authority To Issue Share Pursuant To Section 132D of the Companies Act, 1965.

“That subject always to the Companies Act, 1965, the Articles of Association of the Company and approvals of the relevant government/ regulatory authorities, the Directors be and are hereby authorized, pursuant to Section 132D of the Companies Act, 1965, to allot and issue shares in the Company at any time until the conclusion of the next Annual General Meeting of the Company and upon such terms and conditions and for such purposes as the Directors may, in their absolute discretion, deem fit provided that the aggregate number of shares to be issued pursuant to this resolution does not exceed 10% of the issued capital of the Company for the time being and that the Directors are also empowered to obtain the approval from Bursa Malaysia Securities Berhad for the listing of and quotation for the additional shares to be issued.” [Ordinary Resolution 8]

8.      Proposed Amendments to the Articles of Association of the Company (“Proposed Amendments”)

“That, the Articles of Association of the Company be and are hereby amended in the manner as set out in Appendix 1 attached to the 2007 Annual Report of the Company AND THAT the Directors of the Company be and are hereby authorised to assent to any modifications, variations and/or amendments as may be required by the relevant authorities and to do all acts, deeds and things as are necessary and/or expedient to give full effect to the Proposed Amendments with full powers to assent to any conditions, amendments, alteration and modification as may be required by any relevant authorities.” [Special Resolution]

9.        To transact any other ordinary business of which due notice has been given in accordance with the Companies Act, 1965.

NOTICE OF FINAL DIVIDEND ENTITLEMENT AND PAYMENT

NOTICE IS HEREBY GIVEN THAT subject to the approval of the shareholders of the Company at the Fourth Annual General Meeting, a first and final tax exempt dividend of 6% (3 sen per share) in respect of the financial year ended 31 December, 2007 will be paid on 10 July 2008 to members appearing in the Register at the close of business on 24 June 2008.

A depositor shall qualify for entitlement only in respect of: -

a)    Securities transferred into the Depositor’s Securities Account before 4.00 p.m. on 24 June 2008 in respect of transfers;

b)    Securities deposited into the Depositor’s Securities Account before 12.30 p.m. on 24 June 2008 in  respect of the securities exempted from mandatory deposit; and

c)    Securities bought on the Bursa Malaysia Securities Berhad on a cum entitlement basis according to the rules of the Bursa Malaysia Securities Berhad.

BY ORDER OF THE BOARD

TEO SOON MEI

(MAICSA 7018590)

Company Secretary
Melaka

Dated: 16 May 2008

Explanatory Notes on Special Business

1.   The proposed Ordinary Resolution 8, if passed, will empower the Directors to issue shares up to 10% of the issued capital of the Company for the time being for such purposes as the Directors may consider to be in the interest of the Company. This authority, unless revoked or varied by the Company in a general meeting, will expire at the conclusion of the next Annual General Meeting of the Company, or the expiration of period within which the next Annual General Meeting is required by law to be held, whichever is earlier.

2.   The proposed Special Resolution, if passed, will bring the Articles of Association of the Company in line with the recent amendments of the Listing Requirements of Bursa Malaysia Securities Berhad as well as for better clarity and enhancement.

Detailed information on the proposed amendments to the Articles of Association of the Company is set out in Appendix 1 attached to the 2007 Annual Report of the Company.

NOTES:

1.     A member of the Company who is entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote in his stead. Where a member appoints two or more proxies, he shall specify the proportion of his shareholdings to be represented by each proxy. A proxy may but need not be a member of the Company and a member may appoint any person to be his proxy without limitation and the provisions of Section 149(1)(a), (b), (c) and (d) of the Companies Act, 1965 shall not apply to the Company.
 

2.     Where a member is an authorized nominee as defined under the Securities Industry (Central Depository) Act, 1991, it may appoint more than (1) proxy in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account.
 

3.     The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorized in writing or, if the appointor is a corporation, whether under its seal or under the hand of an officer or attorney duly authorized.
 

4.     The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or notarially certified true copy of that power or authority shall be deposited at the Registered Office of the Company at 5A Jalan Wawasan 2, Kawasan Perindustrian Sri Gading, 83300 Batu Pahat, Johor not less than 48 hours before the time for holding the meeting or at any adjournment thereof, and in default the instrument of proxy shall not be treated as valid.

5.    The right of Foreigners to vote in respect of deposited securities is subject to Sections 41(1)(e) and 41(2) of the Securities Industry (Central Depositories) Act, 1991; the Securities Industry (Central Depositorues) (Foreign Ownership) Regulations 1996 and the Articles of Association of the Company.
 

6.     In respect of deposited securities, only Member whose names appear in the Record of Depositors on  2 June 2008  (“General Meetingt Record of Depositors”) shall  be eligible to attend the Meeting.

STATEMENT ACCOMPANYING THE NOTICE OF ANNUAL GENERAL MEETING

Details of the retiring Directors namely, Mr. Lim Chun Yow, Mr. Hey Shiow Hoe and Mr. Lim Kim Hock are set out in pages 5 to 7 of the Annual Report of the Company for the financial year ended 31 December, 2007.

DIRECTORS STANDING FOR RE-ELECTION

Directors who are standing for re-election at the Fourth Annual General Meeting of the Company to be held at  Meeting Room 3, Level 3, PNB Darby Park Executive Suites Kuala Lumpur, 10 Jalan Binjal, 50450 Kuala Lumpur on Tuesday, 10 June, 2008 at 10 a.m.:-

1.     Directors who are retiring by rotation and standing for re-election in accordance to Article 92 of the Company’s Articles of Association :-

a)       Mr. Lim Chun Yow; and

b)       Mr. Hey Shiow Hoe
 

2.     Director who is retiring and standing for re-election in accordance to Article 98 of the Company’s Articles of Association :-

a)        Mr. Lim Kim Hock.

A total of five (5) Board of Directors’ Meeting were held during the financial year ended 31 December, 2007 and all the Board of Directors’ Meeting held at 5A Jalan Wawasan 2, Kawasan Perindustrian Sri Gading, 83300 Batu Pahat, Johor except the Board of Directors’ Meeting held on 21 May, 2007, which was held at Emerald Room, Level 2, Katerina Hotel, 8 Jalan Zabedah, 83000 Batu Pahat, Johor. The date and time of the Board of Directors’ Meeting were as follows :-

Attendance record of directors for the board meetings held during the financial year ended 31 December, 2007 is as follows :-