AS ORDINARY BUSINESS
1. To receive and adopt the Directors' Report and the Audited Accounts of the Company for the year ended 31 December 2002 together with the Auditors' Report thereon. (Resolution 1)

2. To re-elect the following Directors retiring pursuant to Articles 87 and 88 of the Company's Articles of Association:
Mr Seah Seow Kang Steven (retiring under Article 87) (Resolution 2)
Mr Lee Joo Hai (retiring under Article 88) (Resolution 3)
Mr Ngiam Mia Hai Bernard (retiring under Article 88) (Resolution 4)
Mr Seah Seow Kang Steven and Mr Lee Joo Hai will, upon re-election as Directors of the Company, remain as members of the Audit Committee and will be considered independent for the purposes of Rule 704(8) 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 5)

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

AS SPECIAL BUSINESS
To consider and if thought fit, to pass the following resolutions, with or without any modifications:

5. Approval of Directors' Fees – Ordinary Resolution
To approve the payment of Directors' fees of S$70,000 for the year ended 31 December 2002 (previous year: S$60,000). (Resolution 6)

6. Amendment to Articles of Association – Special Resolution
"That the Articles of Association of the Company be and are hereby amended in the manner described in Appendix 1 to this Notice of Annual General Meeting with effect from the date hereof." [See Explanatory Note (i)] (Resolution 7)

7. Authority to allot and issue shares up to 50 per centum (50%) of issued capital – Ordinary Resolution
"That, subject to and contingent upon the passing of Resolution 7 above and pursuant to Section 161 of the Companies Act, Cap. 50 and Rule 806(2) of the Listing Manual of the Singapore Exchange Securities Trading Limited, the Directors be empowered to allot and issue shares and convertible securities 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 and convertible securities to be allotted and issued pursuant to this Resolution shall not exceed fifty per centum (50%) of the maximum potential issued share capital of the Company at the time of the passing of this Resolution, of which the aggregate number of shares and convertible securities to be issued other than on a pro rata basis to all shareholders of the Company shall not exceed twenty per centum (20%) of the issued share capital of the Company 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 or the date by which the next Annual General Meeting of the Company is required by law to be held, whichever is earlier." [See Explanatory Note (ii)] (Resolution 8)

8. Authority to allot and issue shares under the IPC Employees' Share Option Scheme
"That pursuant to Section 161 of the Companies Act, Cap. 50, the Directors be authorised and empowered to allot and issue shares in the capital of the Company to all the holders of options granted by the Company, whether granted during the subsistence of this authority or otherwise, under the IPC Employees' Share Option Scheme ("the Scheme") 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 from time to time." [See Explanatory Note (iii)]
(Resolution 9)

Directors' Recommendation
The Directors are of the opinion that the proposed amendments to the Articles of Association of the Company are in the best interests of the Company. They accordingly recommend that Shareholders vote in favour of Resolution 7 above at the Annual General Meeting.

Responsibility Statement
The Directors collectively and individually accept responsibility for the accuracy of the information given in this Notice of Annual General Meeting and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, the facts stated and opinions expressed in this Notice of Annual General Meeting are fair and accurate and that there are no material facts the omission of which would make any statement in this Notice of Annual General Meeting misleading.

Disclaimer
The Singapore Exchange Securities Trading Limited takes no responsibility for the contents of this Notice of Annual General Meeting, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Notice of Annual General Meeting.

By Order of the Board

Ngiam Mia Hai Bernard/Yvonne Choo
Secretaries
Singapore, 21 April 2003

Explanatory Notes:
(i) The effect of the Special Resolution 7 proposed in item 6 above, is to amend the Articles of Association of the Company so that it is in line with the provisions of the Listing Rules of the Singapore Exchange Securities Trading Limited ("SGX") ("Listing Rules"). The Listing Rules were revised to increase the limit placed on the mandate for share issues which a listed company may obtain from its shareholders and the expansion of such mandate to cover issues by way of bonus and rights.

Articles 5(A), 5(B) and 131(A)

Article 5(B) currently limits the general mandate for issue of new shares in the capital of the Company to 10 per centum (10%) of the Company's issued share capital, and excludes bonus and rights issues from the ambit of the mandate. It is proposed that Article 5 be amended to raise the limit and expand the ambit of the mandate in view of the amendments to the Listing Rules aforesaid. Consequential amendments are also proposed to Article 131(A).

Article 131

Article 131 deals with the capitalisation of profits and reserves of the Company. It is proposed that Article 131(B) be included to extend the power to capitalise profits and reserves provided for in Article 131(A). In Article 131(B), the Directors are empowered to capitalise undivided profits and reserves of the Company and to apply such profits and reserves in paying up in full at par unissued shares for allotment of such shares credited as fully paid to or held for the benefit of employees, including Directors and Executive Directors, of the Company or any of its related corporations or associated companies pursuant to any share incentive or share option scheme. The aggregate number of shares paid-up and issued pursuant to this Article 131(B) shall not exceed 15 per centum (15%) of the issued share capital of the Company for the time being (or such other limit as may be prescribed by the SGX and other relevant authorities).

(ii) Contingent on the passing of Special Resolution 7 proposed in item 6 above, the Ordinary Resolution 8, in item 7, if passed, will empower the Directors from the date of the Annual General Meeting until the date of the next Annual General Meeting, to allot and issue shares and convertible securities in the Company. The number of shares and convertible securities that the Directors may allot and issue under this Resolution would not exceed fifty per centum (50%) of the issued share capital of the Company at the time of the passing of this Resolution. For issue of shares and convertible securities other than on a pro rata basis to all shareholders, the aggregate number of shares and convertible securities to be issued shall not exceed twenty per centum (20%) of the issued share capital of the Company.
The percentage of issued share capital is based on the Company's issued capital after adjusting for (a) new shares arising from the conversion of convertible securities or employee share options on issue at the time this proposed Ordinary Resolution is passed and (b) any subsequent consolidation or subdivision of shares.

(iii) The Ordinary Resolution 9 proposed in item 8 above, if passed, will empower the Directors of the Company, from the date of the Annual General 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 from time to time pursuant to the exercise of the options under the Scheme.

Notes:
1. A Member entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy to attend and vote in his/her stead. A proxy need not be a Member of the Company.

2. 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 appointed for holding the Annual General Meeting.

Submitted by Bernard Ngiam Mia Hai, Company Secretary on 21/04/2003 to the SGX