AS ORDINARY BUSINESS

1. To receive and, if thought fit, adopt the Directors’ Report and Accounts for the year ended 31 December 2001 (Resolution 1).

2. To declare dividends as recommended by the Directors (Resolution 2).

3. To re-elect Mr Lim Chee Onn, Mr Choo Chiau Beng, Mr Lim Ho Kee and Dr Tsui Kai Chong, Directors retiring in accordance with the Articles of Association of the Company (Resolutions 3 to 6).

4. To approve Directors’ fees (Resolution 7).

5. To appoint Auditors, and to authorise Directors to fix their remuneration (Resolution 8).

6. To transact any other ordinary business of the Company.

7. To consider and, if thought fit, pass the following Ordinary Resolutions: RESOLVED that:
   1. Pursuant to Section 161 of the Companies Act, Cap 50, the Directors be and are hereby empowered to issue shares in the Company (whether by way of bonus issue, rights issue or otherwise, and including any capitalisation pursuant to Article 136 of any sum for the time being standing to the credit of any of the Company’s reserve accounts or any sum standing to the profit and loss account or otherwise available for distribution) at any time and upon such terms and conditions and for such purposes as the Directors may, in their absolute discretion, deem fit provided that:
      1. the aggregate number of shares to be issued pursuant to this Resolution does not exceed 50% of the issued capital of the Company for the time being, and

      2. the aggregate number of shares issued other than on a pro-rata basis to existing Members does not exceed 20% of the Company’s issued share capital for the time being,

         such authority to 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, unless previously revoked or varied at a general meeting of the Company (Resolution 9);

   2. 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 Members dated 10 June 1997 (“the Circular”), as amended with Members’ approval on 7 June 1999, with any party who is of the class of Interested Persons described in the Circular provided that such transactions are made on an arm’s length basis and on normal commercial terms and that 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 this Resolution (Resolution 10); and

   3. The Directors of the Company be and are hereby authorised to make purchases from time to time of up to 10% of the issued ordinary share capital of the Company as at the date of this Resolution at any price up to but not exceeding the Maximum Price, in accordance with the “Guidelines on Share Purchases” set out in Appendix 2A of the Circular to Members dated 14 September 1999, and this mandate shall, unless revoked or varied by the Company in general meeting, continue in force until the date on which the next Annual General Meeting of the Company is or is required by law to be held, whichever is the earlier (Resolution 11).

   NOTICE IS HEREBY GIVEN that the Register of Members of the Company will be closed from 24 to 28 May 2002 (both dates inclusive) for the preparation of dividend warrants. Duly completed transfers received by the Company up to 5:00 p.m. on 23 May 2002 will be registered before entitlements to the proposed dividend for the year ended 31 December 2001 are determined.

   Directors have recommended a first and final dividend of 6% (or 3.0 cents per share) less tax amounting to $16.0 million on the existing capital (2000: 6% less tax or 3.0 cents per share less tax amounting to $16.0 million) in respect of the financial year ended 31 December 2001 for approval by Members at the Annual General Meeting to be held on 16 May 2002. The final dividend, if approved will be payable on 6 June 2002.

   
   

   
   By Order of the Board

   
   CHOO CHIN TECK
   Company Secretary

   Singapore, 15 April 2002

   
   

   
   NOTES:

   1. A Member is entitled to appoint one proxy or two proxies to attend and vote in his place. A proxy need not also be a Member of the Company. A Member which is a corporation is entitled to appoint its authorised representative or proxy to vote on its behalf. Members wishing to vote by proxy at the Meeting may use the Proxy Form enclosed. To be valid, the completed Proxy Form must be lodged at the Registered Office of the Company at 230 Victoria Street #15-05, Bugis Junction Towers, Singapore 188024 not less than 48 hours before the Meeting.

   2. Ordinary Resolution No. 10 under the heading of Special Business relates to the renewal of a mandate given by Members to the Company on 25 June 1997 allowing the Company and its related corporations to enter into transactions with interested persons as defined in Chapter 9A of the Listing Manual of the Singapore Exchange Securities Trading Limited, details of which are set out in a letter to Members dated 10 June 1997.

   3. Ordinary Resolution No. 11 under the heading of Special Business relates to the renewal of a mandate approved by Members on 5 October 1999 authorising the Company to purchase its own shares subject to and in accordance with the guidelines set out in the Circular dated 14 September 1999, the Companies Act, Cap 50 and the rules of the Singapore Exchange Securities Trading Limited.