Investor Relations

SPECIAL BUSINESS

7.	To consider and, if thought fit, pass the following as Ordinary Resolutions, with or without modification :- (a) "That pursuant to Section 161 of the Companies Act Cap 50, the Directors be and are hereby empowered and authorised to allot and issue shares (whether by way of rights, bonus or otherwise) on such terms and conditions whether cash or otherwise and with such rights and restrictions as they may think fit to impose, provided that the aggregate number of shares issued pursuant to such authority shall not exceed fifty (50) per cent of the issued share capital of the Company at any time, of which the aggregate number of such shares to be issued other than on a pro-rata basis to the then existing shareholders of the Company shall not exceed twenty (20) per cent of the issued share capital of the Company. Such authority shall continue to be 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 shall be the earlier (unless earlier revoked or varied in a General Meeting)."	(Resolution 7a)
	(b) (i) "That approval be and is hereby given pursuant to Chapter 9A of the Listing Manual of the Singapore Exchange Securities Trading Limited, for the Company and its subsidiaries (the "Group") to enter into any of the transactions falling within the types of Interested Person Transactions, particulars of which are set out in pages 68 to 72 (inclusive) of the Company's Prospectus dated 10 March 2001 with any party who is an interested person as described in the Prospectus provided that such transactions are made on an arm's length basis and on normal commercial terms;	(Resolution 7b)
	(ii) the approval given in paragraph (i) above shall, unless revoked or varied by the Company in General Meeting, continue in force until the next Annual General Meeting of the Company; and
	(iii) the Directors of the Company be and are hereby authorised to complete and do all acts and things (including executing all such documents as may be required) as they may consider expedient or necessary or in the interests of the Company to give effect to the approval given in paragraph (i) above and/or this Resolution."

By Order of the Board




MICHAEL TAY KWANG HOW
Secretary

Singapore, 13 May 2002


NOTE :

1) A member entitled to attend and vote at the Meeting is entitled to appoint not more than two proxies to attend and vote in his stead. A proxy need not be a member of the Company. The instrument appointing a proxy must be deposited at the Company's Registered Office, 1 Sophia Road #05-03, Peace Centre, Singapore 228149, not less than 48 hours before the time fixed for holding the Meeting.

EXPLANATORY NOTES ON SPECIAL BUSINESS TO BE TRANSACTED :

Resolution 7a

This is to empower the Directors to issue shares in the Company up to 50% of the issued share capital of the Company for the time being (in the case of issuance other than on a pro rata basis to existing shareholders, such aggregate number of shares not to exceed 20% of the Company's issued share capital for the time being), for such purposes as they consider to be in the interests of the Company. Such authorisation commences from the passing of the resolution and ends on the conclusion of the next Annual General Meeting of the Company or the expiration of the time period within which the next Annual General Meeting is required by law to be held, whichever is earlier.

Resolution 7b

This is to renew the shareholders' mandate for recurrent revenue transactions with interested persons and will empower the Directors of the Company from the date of the above Meeting until the next Annual General Meeting to do all acts necessary to give effect to this ordinary resolution. This authority will, unless revoked or varied at a general meeting, expire at the next Annual General Meeting of the Company.