Contents :

NOTICE IS HEREBY GIVEN that the Twenty First (21st) Annual General Meeting of the Company will be held at Concorde II, Level 2 Concorde Hotel Shah Alam, 3, Jalan Tengku Ampuan Zabedah C9/C, 40100 Shah Alam on 22nd June 2001 at 10.30a.m. for the following purposes:-

AGENDA

1. To receive and adopt the audited accounts for the financial year ended 31st December 2000 together with the Directors' and Auditors Reports thereon. (Resolution 1)

2. To approve payment of a 1st and final dividend of 2% gross less 28% income tax for the financial year ended 31st December 2000. (Resolution 2)

3. To approve the payment of Directors' fee of RM48,000 for the financial year ended 31st December 2000. (Resolution 3)

4. To re-elect the following Directors retiring under the provisions of the Articles of
Association.

i) Mr Heng Bak Tan (Resolution 4)
ii) YB. Dato' Tai Chang Eng @ Teh Chang Ying A.M.S, PJK.. (Resolution 5)

5. To re-appoint Messrs Khoo Teng Keat & Co. as Auditors and to authorise the Directors to fix their remuneration. (Resolution 6)

6. As Special Business, to consider and if thought fit, to pass the following as
ordinary resolutions:

(a) Authority to allot and issue shares in general pursuant to Section 132D of the
Companies Act 1965-ESOS allotment. (Resolution 7)

"That pursuant to Section 132D of the Companies Act, 1965 the Directors be
and are hereby authorised with full powers to issue shares in the Company
from time to time under the existing Executive Share Option Scheme of the
Company ('the Scheme") provided that the aggregate number of the shares
to be issued pursuant to this resolution does not exceed the amount
approved under the Scheme and that such authority shall continue in force
until the conclusion of the next Annual General Meeting of the Company
and that the Directors be and are also empowered to obtain the approval
from the Kuala Lumpur Stock Exchange for the listing of and quotation for
the additional shares so issued"

(b) Authority to allot and issue shares in general pursuant to Section 132D of the
Companies Act. 1965- General allotment. (Resolution 8)

"That subject always to the Companies Act, 1965, the Articles of
Association of the Company and the approvals of the relevant governmental/
regulatory authorities, the Directors be and are hereby empowered, pursuant
to Section 132D of the Companies Act, 1965, to allot and issue shares in
the Company from time to time and upon such terms and conditions and for
such purposes as the Directors may in their discretion deem fit provided that
the aggregate number of shares issued pursuant to this resolution does not
exceed 10% of the issued and paid up capital of the Company for the time
being and that such authority shall continue in force until the conclusion of the
next Annuual General Meeting of the Company and that the Directors be and
are also empowered to obtain the approval from the Kuala Lumpur Stock Exchange for the listing of and quotation for the additional shares so issued."

(c) Arrangements/Transactions with Directors/persons connected with
Directors. (Resolution 9)

"That in accordance with Section 132E of the Companies Act 1965, authority be and is hereby given to the Directors of the Company and each of its subsidiaries, to enter into arrangements or transactions from time to time with the Company or its related corporations whereby such Directors or persons connected with such Directors may acquire from or dispose of to the Company or its related corporations any non cash asset of the requisite value provided that such acquisitions or disposals are in the normal course of business of both the Company and its related corporations and on normal commercial terms, and that for the avoidance of doubt, any such transactions entered into by the Company or its subsidiaries with the Directors or connected persons prior to the date of this resolution be and are hereby approved and ratified."

7. As Special Business, to consider and if thought fit, to pass the following as special
resolution:-

Proposed amendments to the Articles of Association of the Company. (Resolution 10)

" That the Articles of Association of the Company be amended to be consistent with
the Kuala Lumpur Listing Requirements as per Appendix I enclosed"

8. To transact any other business of which due notice shall have been given.


NOTICE OF DIVIDEND PAYMENT

NOTICE IS HEREBY GIVEN that the final dividend of 2% less Malaysian Income Tax at 28% in respect of the financial year ended 31st December 2000, if approved by members at the Annual General Meeting to be held on 22nd June 2001 will be paid on 28th August 2001 to members whose names appear in the Record of Depositors on 3rd August 2001.

A depositor shall qualify for entitlement only in respect of:

(a) Shares transferred to the depositor's securities account before 12.30p.m. on 3rd August 2001 in respect of ordinary transfer , and

(b) Shares bought on the Kuala Lumpur Stock Exchange on a cum entitlement basis
according to the Rules of the Kuala Lumpur Stock Exchange.


BY ORDER OF THE BOARD
KOSSAN RUBBER INDUSTRIES BHD




CHIA ONG LEONG
CHIA YEW NGO
Company Secretaries
28th May 2001
Klang



NOTES


1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies to attend and vote in his stead. A proxy need not be a member of the Company,
a qualified legal practioner, an approved company auditor or a person approved by the Registrar of Companies in a particular case. Where a member appoints more than one proxy, the appointment shall be invalid unless he specifies the proportion of his holdings to be represented by each proxy.

2. The instrument appointing a proxy must be deposited at the Registered Office of the Company at Wisma Kossan, Lot 782, Jalan Sg Putus, Off Batu 3-3/4, Jalan Kapar, 42100
Klang not less than forty-eight hours before the time for holding the meeting.

3. If the appointer is a corporation, this form must be executed under its Common Seal or under the hand of its attorney.

4. Authority to directors to issue shares pursuant to Section 132D

(a) Resolution 7
The purpose of this Resolution is to enable the Directors of the Company to allot shares to those executives who have exercised their options under the Executive Share Option Scheme.

(b) Resolution 8
In line with the Company's plan for expansion/ diversification, the Company is actively looking into prospective areas so as to broaden its operation base and earnings potential. As the expansion/ diversification may involve the issue of new shares, the Directors, under present circumstances, would have to call for a general meeting to approve the issue of new shares even though the number involved is less than 10% of the issued and paid up capital. In order to avoid any delay and cost involved in convening a general meeting to approve such issue of shares, it is thus considered appropriate that the Directors be now empowered to issue shares in the Company up to an amount not exceeding in total 10% of the issued and paid up capital of the Company for the time being for such purposes as they consider would be in the interest of the Company. This authority, unless revoked or varied at a general meeting will expire at the next Annual General Meeting of the Company.

5. Arrangements/Transactions with Directors/ persons connected with Directors pursuant to Section 132E.

Section 132E of the Companies Act, 1965 prohibits a Company from entering into any arrangement or transactions with a Director (or/and person connected with that Director) of the Company or its holding Company to acquire from or dispose to such Director/person any non cash asset of value greater than RM250,000 or 10% of the Company's net assets, subject to a minimum of RM10,000 without prior approval of the shareholders of the Company in general meeting.

The ordinary resolution proposed under 6(c) above, if passed, will allow the Company and each of its subdiaries to acquire from or dispose to its directors or connected persons products , services or any other non cash assets which may fall within the value defined above provided that such acquisitions or disposals are on normal commercial terms, and are in the ordinary course of the Company's business.

6. Amendment of Articles of Association

The proposed adoption of the Special Resolution is to enable the Company to comply with the new requirements stipulated in the Kuala Lumpur Stock Exchange Listing Requirements. The proposed amendments are administrative in nature and would not have any effect on the Company or the Group.

Query Letter Contents :