2 May 2002

 

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Sixteenth Annual General Meeting of the Company will be held at IPC Board Room, 23 Tai Seng Drive, IPC Building, Singapore 535224 on Tuesday, 28 May 2002 at 3.00 p.m. for the following purposes:

AS ORDINARY BUSINESS

1. To receive and adopt the Directors' Report and Audited Accounts of the Company for the year ended 31 December 2001 together with the Auditors' Report thereon. (Resolution 1)

2 To elect the following Directors retiring pursuant to Article 88 of the Company's Articles of Association:

Mr Patrick Ngiam Mia Je (Resolution 2)
Ms Lauw Hui Kian (Resolution 3)

Ms Lauw Hui Kian will, upon re-election as a Director of the Company, remain as a member of the Audit Committee and will be considered non-independent for the purposes of Clause 902(4)(a) of Listing Manual of the Singapore Exchange Securities Trading Limited.

3. To re-appoint Ernst & Young as the Company's Auditors and to authorise the Directors to fix their remuneration. (Resolution 4)

4. To transact any other ordinary business which may properly be transacted at an Annual General Meeting.

AS SPECIAL BUSINESS

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

(a) Approval of Directors' Fees – Ordinary Resolution
To approve the payment of Directors' fees of S$60,000 for the year ended 31 December 2001. (2000: S$80,000) (Resolution 5)

(b) Authority to allot and issue shares up to 10 per centum (10%) of issued capital - Ordinary Resolution
"That pursuant to Section 161 of the Companies Act, Cap. 50, the Directors be empowered to allot and issue shares in the capital of the Company 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 the aggregate number of shares to be allotted and issued pursuant to this Resolution shall not exceed ten per centum (10%) of the issued share capital of the Company for the time being and that such authority shall, unless revoked or varied by the Company in general meeting, continue in force until the conclusion of the Company's next Annual General Meeting." [See Explanatory Note (i)] (Resolution 6)

(c) Authority to allot and issue shares under the IPC Employees' Share Option Scheme – Ordinary Resolution
"That pursuant to Section 161 of the Companies Act, Cap. 50, the Directors be empowered to allot and issue shares in the capital of the Company to the holders of options granted by the Company under the IPC Employees' Share Option Scheme ("the Scheme") established by the Company upon the exercise of such options and in accordance with the terms and conditions of the Scheme provided always that the aggregate number of additional ordinary shares to be allotted and issued pursuant to the Scheme shall not exceed fifteen per centum (15%) of the issued share capital of the Company for the time being." [See Explanatory Note (ii)] (Resolution 7)

(d) Amendment To Articles Of Association - Special Resolution
That the existing Article 96 of the Articles of Association of the Company be re-numbered as Article 96 (A) and a new Article 96 (B), text of which are set out in the Appendix I of the Company's Annual Report 2001, be inserted after the existing Article 96. [See Explanatory Note (iii)] (Resolution 8)

By Order of the Board

Yvonne Choo
Secretary

2 May 2002
Singapore


EXPLANATORY NOTES ON SPECIAL BUSINESS TO BE TRANSACTED:

(i) The Ordinary Resolution 6 proposed in item 5b above, if passed, will empower the Directors from the date of the above Meeting until the date of the next Annual General Meeting, to allot and issue shares in the Company. The number of shares which the Directors may allot and issue under this Resolution would not exceed ten per centum (10%) of the issued share capital of the Company for the time being.

(ii) The Ordinary Resolution 7 proposed in item 5c above, if passed, will empower the Directors of the Company, from the date of the above Meeting until the next Annual General Meeting, to allot and issue shares in the Company of up to a number not exceeding in total fifteen per centum (15%) of the issued share capital of the Company for the time being pursuant to the exercise of the options under the Scheme.

(iii) The Special Resolution 8 proposed in item 5d above, if passed, will allow the Directors to meet by means of a telephone conferencing. Further details on the proposed special resolution are provided in the Appendix I of the Company's Annual Report 2001.

Notes:
1. A Member entitled to attend and vote at the Annual General Meeting (the "Meeting") is entitled to appoint a proxy to attend and vote instead of him/her/it. A proxy need not be a Member of the Company.

2. If the appointor is a corporation, the instrument appointing a proxy must be executed under seal or the hand of its duly authorised officer or attorney.

3. The instrument appointing a proxy must be deposited at the Registered Office of the Company at 23 Tai Seng Drive, IPC Building, Singapore 535224 not less than 48 hours before the time for holding the Meeting.

Submitted by Yvonne Choo, Company Secretary on 02/05/2002 to the SGX


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