3 October 2001

 

NOTICE OF EXTRAORDINARY GENERAL MEETING

 

NOTICE IS HEREBY GIVEN THAT an Extraordinary General Meeting of the Company will be held at 23, Tai Seng Drive, IPC Building, Singapore 535224 on 31 October 2001 at 3.00 p.m. for the purpose of considering and, if thought fit, passing the following resolutions, with or without any amendment:-

SPECIAL RESOLUTION

That the Articles of Association of the Company be and is hereby amended by deleting Article 4(A)(a) and renumbering Articles 4(A)(b) and (c) as 4(A)(a) and (b).

Article 4(A)(a) reads as follows:

"no Director shall participate in any issue of shares to employees unless the Company in General Meeting
shall have approved of the specific allotment to be made to such Director and unless he holds office in an
executive capacity;"

ORDINARY RESOLUTIONS

(1) Amendments to IPC Executive Share Option Scheme (to be renamed the "IPC Employees' Share Option Scheme")

That the provisions of the IPC Executives' Share Option Scheme be amended in the manner and to the extent set out in the Appendix to the Circular to the Company's Shareholders dated 4 October 2001.

(2) Option Exercise Price

That the exercise price of the Options may, at the discretion of the Committee, be set at such discount as may be determined by the Committee to the average of the last dealt prices of the Shares (as determined by reference to the daily official list published by the SGX-ST) for the five consecutive trading days immediately preceding the relevant Offering Date, or the nominal value of the Share, whichever is higher, subject to the following conditions:

(i) the maximum discount shall not be at a discount rate exceeding twenty per cent. (20%) of the Market Price, calculated with reference to the daily official list published by the SGX-ST immediately preceding the Offer Date of the Options; and

(ii) the Options may only be exercised after two (2) years from the date of grant.

(3) Participation of Scheme by Controlling Shareholder, Mr Patrick Ngiam Mia Je

That subject to the amendments to the Existing Scheme becoming effective and in consequence thereto Mr Patrick Ngiam Mia Je, a Controlling Shareholder (who shall abstain from voting) shall be entitled to participate in the Scheme in accordance with the rules thereof (as amended) Provided that the maximum entitlement for him for the duration of the Scheme shall not exceed ten per cent. (10%) of the total number of Shares which may be issued by the Company (including any Shares which may be issued pursuant to any adjustments made under the Scheme) pursuant to the exercise of Options under the Scheme.

(4) Participation of Scheme by Controlling Shareholder, Mr Benjamin Ngiam Mia Kiat

That subject to the amendments to the Existing Scheme becoming effective and in consequence thereto Mr Benjamin Ngiam Mia Kiat, a Controlling Shareholder (who shall abstain from voting) shall be entitled to participate in the Scheme in accordance with the rules thereof (as amended) Provided that the maximum entitlement for him for the duration of the Scheme shall not exceed ten per cent. (10%) of the total number of Shares which may be issued by the Company (including any Shares which may be issued pursuant to any adjustments made under the Scheme) pursuant to the exercise of Options under the Scheme.

(5) Participation of Scheme by Controlling Shareholder, Ms Lauw Hui Kian

That subject to the amendments to the Existing Scheme becoming effective and in consequence thereto Ms Lauw Hui Kian, a Controlling Shareholder (who shall abstain from voting) shall be entitled to participate in the Scheme in accordance with the rules thereof (as amended) Provided that the maximum entitlement for her for the duration of the Scheme shall not exceed ten per cent. (10%) of the total number of Shares which may be issued by the Company (including any Shares which may be issued pursuant to any adjustments made under the Scheme) pursuant to the exercise of Options under the Scheme.

(6) Participation of Scheme by an Associate of a Controlling Shareholder, Mr Bernard Ngiam Mia Hai

That subject to the amendments to the Existing Scheme becoming effective and in consequence thereto Mr Bernard Ngiam Mia Hai, an Associate of a Controlling Shareholder (who shall abstain from voting) shall be entitled to participate in the Scheme in accordance with the rules thereof (as amended) Provided that the maximum entitlement for him for the duration of the Scheme shall not exceed ten per cent. (10%) of the total number of Shares which may be issued by the Company (including any Shares which may be issued pursuant to any adjustments made under the Scheme) pursuant to the exercise of Options under the Scheme.

(7) Participation of Scheme by an Associate of a Controlling Shareholder, Mr Alfred Ngiam Mia Hong

That subject to the amendments to the Existing Scheme becoming effective and in consequence thereto Mr Alfred Ngiam Mia Hong, an Associate of a Controlling Shareholder (who shall abstain from voting) shall be entitled to participate in the Scheme in accordance with the rules thereof (as amended) Provided that the maximum entitlement for him for the duration of the Scheme shall not exceed ten per cent. (10%) of the total number of Shares which may be issued by the Company (including any Shares which may be issued pursuant to any adjustments made under the Scheme) pursuant to the exercise of Options under the Scheme.


BY ORDER OF THE BOARD


Yvonne Choo
Company Secretary
4 October 2001


IMPORTANT: Please read notes below.

Notes:

1. A member entitled to attend and vote at the Extraordinary General Meeting is entitled to appoint no more than two proxies to attend and vote on his behalf and such proxy need not be a member of the Company.

2. A member of the Company which is a corporation is entitled to appoint its authorised representative or proxy to vote on its behalf.

3. Every duly stamped instrument of proxy must be deposited at the registered office of the Company at 23, Tai Seng Drive, IPC Building, Singapore 535224 not later than 48 hours before the time appointed for the Extraordinary General Meeting.

Submitted by Yvonne Choo, Company Secretary on 03/10/2001 to the SGX



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