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NOTICE IS HEREBY GIVEN THAT an Extraordinary General Meeting of Ahmad Zaki Resources Berhad ("Company") will be held at the Langkawi Room, Level 2, Sheraton Imperial, Jalan Sultan Ismail, 50250 Kuala Lumpur on Tuesday, 12 December 2000 at 10.00 a.m., for the purpose of considering and, if thought fit, passing the following resolution:-
SPECIAL RESOLUTION
Proposed Substitution of Bank Guarantee with the placement of Shares and/or cash with a Stakeholder as security for the Profit Guarantee
"THAT, subject to the approval of the Securities Commission ("SC"), approval be and is hereby given to the Company for the proposed substitution of bank guarantee with the placement of shares quoted on the Kuala Lumpur Stock Exchange ("KLSE") and/or cash with a stakeholder as security for the profit guarantee of RM10,260,000 for each of the financial years ending 31 December 2000 and 31 December 2001 given by Zaki Holdings (M) Sdn. Bhd. ("Guarantor") in conjunction with the listing of and quotation for the entire issued and paid-up share capital of the Company on the Second Board of the KLSE ("Proposed Substitution"), upon such terms and conditions as set out in the conditional supplemental profit guarantee and stakeholder agreement ("Supplemental Agreement") entered into between the Company and the Guarantor and Commerce International Merchant Bankers Berhad as the stakeholder on 20 October 2000 AND THAT the Supplemental Agreement be and is hereby ratified AND THAT the Directors of the Company be and are hereby authorised to give effect to the Proposed Substitution with full powers to assent to any conditions, modifications, variations and/or amendments as may be required or imposed by the SC and any other relevant authorities and to take all steps as they may consider necessary or expedient to implement, finalise and give full effect to the Proposed Substitution."
By Order of the Board
Bahari bin Johari (LS No.04998)
Low Mei Ying (MAICSA 7009428)
Joint Company Secretaries
Kuala Lumpur
20 November 2000
Notes:-
1. A member of the Company who is entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies (but not exceeding two (2) proxies), to attend and vote in his stead.
2. Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he specifies the proportion of his holding to be represented by each proxy.
3. A proxy may but need not be a member of the Company and if the proxy is not a member of the Company, the proxy shall be an advocate or an approved company auditor or a person approved by the Registrar of Companies.
4. Where the Form of Proxy is executed by a corporation, it must be executed under its Seal or under the hand of its attorney.
5. In accordance with the guidelines of the SC, voting on the Special Resolution will be by way of poll.
6. The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of that power or authority, must, to be valid, be deposited at the office of the Company's Registrars, Mega Corporate Services Sdn. Bhd., Share Registration Department, Level 11-2, Faber Imperial Court, Jalan Sultan Ismail, 50250 Kuala Lumpur, not less than twenty-four (24) hours before the time appointed for the taking of the poll.