Y.S.P. SOUTHEAST ASIA HOLDING BHD.
(Company No. 552781 X)
Incorporated in Malaysia
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of Y.S.P. Southeast Asia Holding Berhad (“YSPSAH” or “Company”) will be held at Ballroom, Mezzanine Floor, Hotel Equatorial, Jalan Sultan Ismail, 50250 Kuala Lumpur on Friday, 12 October 2007 at 10.00 a.m. for the purpose of considering and if thought fit, passing with or without modifications the following resolutions:-
ORDINARY RESOLUTION 1
PROPOSED RENOUNCEABLE RIGHTS ISSUE OF UP TO 36,602,500 warrants in YSPSAH (“Warrant(s)”) on the basis of one (1) Warrant for every two (2) existing ordinary shares of RM1.00 each held in YSPSAH (“YSPSAH SHARE(S)” OR “SHARE(S)”) (“Proposed RightS Issue”)
“THAT, subject to the passing of the Ordinary Resolution 2 below, the approval in-principle of Bursa Malaysia Securities Berhad (“Bursa Securities”) for the admission of the Warrants to the Official List of Bursa Securities and for the listing of and quotation for the Warrants as well as the new Shares arising from the exercise of Warrants on the Main Board of Bursa Securities, approval of Controller of Foreign Exchange, Bank Negara Malaysia and the approvals of any other relevant authorities, approval be and is hereby given to the Board of Directors of the Company to:-
(a)provisionally issue and allot by way of a renounceable rights issue of up to 36,602,500 Warrants at an issue price to be determined later, payable in full upon acceptance, to the shareholders of the Company whose names appear in the Record of Depositors at the close of business on the entitlement date to be determined by the Directors of the Company, including any persons entitled on renunciation of a provisional allotment, or to persons applying for excess Warrants on the basis of one (1) Warrant for every two (2) existing Shares, AND THAT any fractional Warrants arising from the Proposed Rights Issue and any fractional new Shares arising from the exercise of Warrants shall be disregarded and shall be dealt with in such manner as the Directors of YSPSAH may in their absolute discretion deem fit and expedient, in the interest of the Company, AND THAT all such new Shares to be issued arising from the exercise of Warrants shall, upon allotment and issue, rank pari passu in all respects with the then existing YSPSAH Shares, save and except that the such Shares will not be entitled to any dividend, right, allotment and/or other distribution that may be declared, made or paid prior to the date of allotment of such Shares;
(b)issue and allot additional Warrants as a consequence of the adjustments under the provisions in the deed poll to be executed by the Company constituting the Warrants (“Deed Poll”) and issue and allot new Shares as may be required arising from any exercise by the holders of the Warrants;
- 2 -
Y.S.P. Southeast Asia Holding Bhd.
Notice of Extraordinary General Meeting (cont’d)
(c)enter into and execute the Deed Poll upon the terms set out in the Circular to Shareholders dated 27 September 2007 in relation to the Proposed Rights Issue with full power to assent to any condition, modifications, revaluation, variation and/or amendment (if any) as may be imposed or permitted by the relevant authority/authorities or as may be deemed necessary by the Directors and that subject to all provisions and adjustments contained in the Deed Poll, to assent to any modifications and/or amendment to the exercise price, exercise period and number of new Warrants as may be required or permitted to be revised as a consequence of the adjustments under the provisions of the Deed Poll, and to take all steps as they may deem fit or expedient in order to implement, finalise and give full effect to the Deed Poll; and
(d)to take all steps and to enter into all such agreements, deeds, arrangements, indemnities and guarantees as the Directors of YSPSAH may deem fit or expedient to give full effect to the Proposed Rights Issue with full power to assent to any condition, modification, revaluation, variation and/or amendment (if any) as may be imposed or permitted by the relevant authority/authorities or as may be deemed necessary by the Directors and to deal with all matter relating thereto and to take all steps to do all such acts and things in any manner as they may deem necessary, in connection with the Proposed Rights Issue and as they may deem fit and expedient, in the interest of the Company.”
ORDINARY RESOLUTION 2
PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL
“THAT, subject to the passing of Ordinary Resolution 1 above, the authorised share capital of the Company be increased from RM100,000,000 comprising 100,000,000 Shares to RM250,000,000 comprising 250,000,000 Shares by the creation of an additional 150,000,000 new Shares AND THAT in consequence thereof, Clause 6 of the Memorandum of Association of the Company be amended accordingly.”
By Order of the Board
LIM SECK WAH(MAICSA 0799845)
KONG MEI KEE (MAICSA 7039391)
Company Secretaries
Kuala Lumpur
27 September 2007
- 3 -
Y.S.P. Southeast Asia Holding Bhd.
Notice of Extraordinary General Meeting (cont’d)
Notes:-
(i)A member entitled to attend and vote at the meeting is entitled to appoint up to 2 proxies to attend and vote in his/her stead. A proxy needs not be a member of the Company and the provisions of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company.
(ii)Where a member is an authorised nominee as defined under the Securities Industry (Central Depositories) Act 1991, it may appoint at least one (1) proxy in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account.
(iii) Where a member appoints two (2) proxies to attend at the same meeting, the appointment shall be invalid unless he/she specifies the proportion of his/her holdings to be represented by each proxy.
(iv)The instrument appointing a proxy shall be in writing under the hand of the appointer or his/her attorney duly authorised in writing or, if the appointer is a corporation, either under its common seal or under the hand of an officer or attorney duly authorised.
(v)The instrument appointing a proxy must be deposited at the Company Secretary’s office at Level 15-2, Faber Imperial Court, Jalan Sultan Ismail, 50250 Kuala Lumpur not less than forty-eight (48) hours before the time for holding the meeting or any adjournment thereof.