Contents :

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of RCE Capital Berhad (RCE or the Company) will be held at Dewan AmBank Group, 7th Floor, Bangunan AmBank Group, 55, Jalan Raja Chulan, 50200 Kuala Lumpur on Friday, 7 May 2004 at 10.30 a.m., or at any adjournment thereof, for the purpose of considering and, if thought fit, passing the following resolutions, with or without any modifications:

ORDINARY RESOLUTION 1

PROPOSED DISPOSAL BY RCE OF ITS ENTIRE 70% EQUITY INTEREST IN POS AD SDN BHD (POS AD) COMPRISING 10,269,000 ORDINARY SHARES OF RM1.00 EACH IN POS AD (POS AD SHARES) TO REKAWEB.COM SDN BHD (REKAWEB) FOR A TOTAL CASH CONSIDERATION OF RM11,000,000 (PROPOSED DISPOSAL)

THAT, subject to the approval of the Foreign Investment Committee, approval be and is hereby given for the Company to dispose of its entire 70% equity interest in Pos Ad comprising 10,269,000 Pos Ad Shares for a total cash consideration of RM11,000,000 upon the terms and conditions as stated in the conditional sale and purchase agreement dated 24 February 2004 entered into between the Company and Rekaweb AND THAT, the Directors of the Company be and are hereby authorised to give effect to and implement the Proposed Disposal with full power to assent to any condition, variation, modification and/or amendment as may be required by any relevant authorities and to do all such acts, deeds and things and to enter into on behalf of the Company all such agreements, arrangements, undertakings, indemnities, transfers, assignments and guarantees, as the case may be, with Rekaweb and any other relevant party or parties, as may be required in order to implement, finalise, complete and give full effect to the Proposed Disposal.

ORDINARY RESOLUTION 2

PROPOSED SHARE SPLIT OF EACH ORDINARY SHARE OF RM1.00 IN RCE INTO TEN (10) ORDINARY SHARES OF RM0.10 EACH (PROPOSED SHARE SPLIT)

THAT, subject to the approvals of all relevant authorities for the Proposed Share Split and listing of and quotation for the entire issued and paid-up ordinary share capital of RCE comprising of 401,512,500 ordinary shares of RM0.10 each pursuant to this resolution on the Second Board of Bursa Malaysia Securities Berhad:

(i) the authorised capital of the Company which is RM50,000,000.00 divided into 50,000,000 ordinary shares of RM1.00 each be altered by subdividing the 50,000,000 ordinary shares of RM1.00 each into 500,000,000 ordinary shares of RM0.10 each AND THAT accordingly, the Memorandum of Association of the Company be altered as set out in Section 2.3 of the Circular to Shareholders of RCE dated 22 April 2004;

(ii) approval be and is hereby given to the Directors of the Company to subdivide each of the 40,151,250 ordinary shares of RM1.00 each fully paid-up in the existing issued and paid-up share capital of the Company, held by the registered shareholders of the Company whose names appear in the Record of Depositors of RCE at the close of business on a date to be determined and announced by the Directors of the Company as they may deem fit, into ten (10) ordinary shares of RM0.10 each credited as fully paid-up totalling 401,512,500 ordinary shares of RM0.10 each; and

(iii) the Directors of the Company be empowered to take all such steps and do all such acts, deeds and things and execute all necessary documents to give full effect to the Proposed Share Split, with full power to assent to any condition, variation, modification and/or amendment as may be required by any relevant authorities and to deal with all matters relating thereto and take all steps and do all acts and things in any manner as they may deem necessary in connection with the Proposed Share Split in the interest of RCE.


BY ORDER OF THE BOARD

Bernie Ooi Chin Khoon
Selena Leong Siew Tee
Secretaries

Kuala Lumpur
22 April 2004

Notes:

1. A member entitled to attend and vote at the Extraordinary General Meeting is entitled to appoint more than two (2) proxies to attend and vote in his stead. A proxy may but need not be a Member of the Company and a Member may appoint any person to be his proxy. The provisions of Section 149(1)(a) and (b) of the Companies Act, 1965 shall not apply to the Company.

2. Where a Member appoints more than two (2) proxies, the appointment shall be invalid unless the Member specifies the proportions of his holdings to be represented by each proxy.

3. 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.

4. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing or if the appointer is a corporation, either under its Common Seal or under the hand of the attorney.

5. 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 thereof, must be deposited at the Registered Office of the Company at 1st Floor, Lot 271, Jalan Dua, Off Jalan Chan Sow Lin, 55200 Kuala Lumpur not less than forty eight (48) hours before the time for holding the Extraordinary General Meeting or any adjournment thereof.

This announcement is dated 21 April 2004.

Query Letter Contents :