Contents :
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of RCE Capital Berhad will be held at Dewan AmBank Group, 7th Floor, Bangunan AmBank Group, 55, Jalan Raja Chulan, 50200 Kuala Lumpur on Friday, 7 July 2006, at 10.30 a.m., for the purpose of considering, and, if thought fit, passing the following resolutions, with or without any modifications:-
SPECIAL RESOLUTION
PROPOSED INCREASE IN THE AUTHORISED SHARE CAPITAL FROM RM50,000,000.00 DIVIDED INTO 500,000,000 ORDINARY SHARES OF RM0.10 EACH TO RM200,000,000.00 DIVIDED INTO 2,000,000,000 ORDINARY SHARES OF RM0.10 EACH BY THE CREATION OF AN ADDITIONAL 1,500,000,000 ORDINARY SHARES OF RM0.10 EACH ( PROPOSED INCREASE IN AUTHORISED CAPITAL )
THAT the authorised share capital of the Company of RM50,000,000.00 divided into 500,000,000 ordinary shares of RM0.10 each be increased to RM200,000,000.00 divided into 2,000,000,000 ordinary shares of RM0.10 each by the creation of an additional 1,500,000,000 new ordinary shares of RM0.10 each AND THAT the Directors of the Company be and are hereby authorised to give full effect to the said increase in the authorised share capital of the Company AND THAT in consequence thereof, the Memorandum and Articles of Association of the Company be and are hereby amended accordingly.
ORDINARY RESOLUTION
PROPOSED BONUS ISSUE OF UP TO 161,576,076 NEW ORDINARY SHARES OF RM0.10 EACH IN THE COMPANY TO BE CREDITED AS FULLY PAID-UP ON THE BASIS OF ONE (1) NEW ORDINARY SHARE OF RM0.10 EACH FOR EVERY THREE (3) EXISTING ORDINARY SHARES OF RM0.10 EACH HELD IN THE COMPANY ON AN ENTITLEMENT DATE TO BE DETERMINED LATER ( PROPOSED BONUS ISSUE )
THAT subject to the passing of the Special Resolution and the approvals of all relevant authorities and the approval-in-principle of Bursa Malaysia Securities Berhad ( Bursa Securities ) for the listing of and quotation for the new ordinary shares of RM0.10 each in the Company to be issued hereunder, the Directors of the Company be and are hereby authorised and directed to capitalise from the audited share premium and retained profits of the Company which stood at RM8.042 million and RM9.899 million respectively as at 31 March 2006 and that the same be applied in making payment in full at par for up to 161,576,076 new ordinary shares of RM0.10 each ( Bonus Shares ) in the capital of the Company AND THAT such Bonus Shares be allotted and distributed as fully paid-up to shareholders of the Company whose names appear on the Companys Record of Depositors at a date to be determined by the Directors of the Company, on the basis of one (1) Bonus Share for every three (3) existing ordinary shares of RM0.10 each held in the Company ( Proposed Bonus Issue ) AND THAT fractional entitlements arising will be disregarded and dealt with by the Directors in such manner as they may deem fit AND THAT such Bonus Shares shall, upon allotment and issue, rank pari passu in all respects with the existing issued and paid-up share capital of the Company except that these shares shall not be entitled to any dividends, rights, allotments and/or other distributions declared, the entitlement date of which is prior to the date of allotment of the Bonus Shares AND THAT the Directors be and are hereby authorised to give effect to the Proposed Bonus Issue with full powers to assent to any conditions, modifications, variations and/or amendments as may be required/approved by the relevant authorities and to do all such acts as they may consider necessary or expedient to give effect to the Proposed Bonus Issue.
BY ORDER OF THE BOARD
JOHNSON YAP CHOON SENG (MIA 20766)
SELENA LEONG SIEW TEE (MAICSA 7017630)
Company Secretaries
Kuala Lumpur
14 June 2006
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 without limitation and 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 two (2) or more proxies, he shall specify the proportion of his shareholdings 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 situated at 7th Floor, Wisma Tan Kim San, No. 518A, 3rd Mile, Jalan Ipoh, 51200 Kuala Lumpur not less than forty-eight (48) hours before the time for holding the Extraordinary General Meeting or any adjournment thereof.
The above Notice of Extraordinary General Meeting will be advertised in the Star newspaper on 14 June 2006.