4 February 2002

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 21 February 2002 at 10.00 a.m. for the purpose of considering and, if thought fit, passing the following resolution, with or without any amendment:

ORDINARY RESOLUTION

IT IS HEREBY RESOLVED pursuant to Chapter 9, paragraph 941(3)(a)(ii) of the Singapore Exchange Securities Trading Limited Listing Manual, that a dilution of 20% or more of the Company's shareholding interest in ThinSoft Pte Ltd ("ThinSoft Singapore'') (formerly known as Austin Federation (S) Pte Ltd) resulting from:

(a) the restructuring contemplated in the transactions outlined on pages 8 to 10, paragraphs 3.1 to 3.12 of the Circular to Shareholders in relation to the proposed spin-off and dilution of more than 20% of the Company's shareholding interest in ThinSoft Singapore dated 4 February 2002 (the "Circular''); and

(b) the listing and quotation of ThinSoft (Holdings) Inc on The Growth Enterprise Market of The Stock Exchange of Hong Kong Limited and a placement of 25% of ThinSoft (Holdings) Inc and its allotment and issue to the public and to the parties contemplated on pages 18 and 19, paragraphs 9.1 and 9.7 of the Circular,

be and is hereby approved and that the Directors be and are hereby authorised to negotiate, finalise and agree to, approve and/or confirm and execute for and on behalf of the Company any documents or agreements as may be contemplated or required under or associated with or related to or ancillary to the foregoing purpose and do all such other acts, matters or things for and on behalf of the Company, as may seem necessary or desirable to perfect, give effect to or to implement the foregoing purpose.

BY ORDER OF THE BOARD
Yvonne Choo
Company Secretary
4 February 2002

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 Benjamin Ngiam Mia Kiat, Director on 04/02/2002 to the SGX