Notice of Extraordinary General Meeting

NOVA MSC BERHAD
3 Sep 2004

Contents :

NOTICE IS HEREBY GIVEN that the Extraordinary General Meeting of Nova MSC Berhad (“NMSC” or “Company”) will be held immediately following the conclusion or the adjournment (as the case may be) of the Second Annual General Meeting, which has been scheduled to be held at Bukit Jalil Golf & Country Resort, Jalan 3/155B Bukit Jalil, 57000 Kuala Lumpur, Malaysia on Tuesday, 28 September 2004 at 11.00a.m., for the purpose of considering and if thought fit, passing the following resolutions:-

ORDINARY RESOLUTION 1
– PROPOSED SHAREHOLDERS’ RATIFICATION AND PROPOSED SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE

“THAT all recurrent related party transactions entered into by NMSC Group with the related parties, as set out in Section 2.1.3.1 of this Circular to Shareholders dated 3 September 2004, which were necessary for the NMSC Group’s day-to-day operations, from the listing date of NMSC, 19 August 2003, up to the date of the Extraordinary General Meeting, be and are hereby approved and ratified;

AND THAT approval be and hereby given to the NMSC and its subsidiaries (“NMSC Group”) to enter into recurrent transactions with related parties, as set out in Section 2.1.3.2 of this Circular to Shareholders dated 3 September 2004, which are necessary for the NMSC Group’s day-to-day operations subject to the following:-

(a) the transactions are in the ordinary course of business and are on terms not more favourable to the related parties than those generally available to the public; and

(b) the shareholders’ mandate is subject to annual renewal and disclosure is made in the annual report on the breakdown of aggregate value of the transactions conducted pursuant to the shareholders’ mandate during the financial year;

THAT such approval shall continue to be in force until:-

(a) the conclusion of the next Annual General Meeting (“AGM”) of the Company following this Extraordinary General Meeting (“EGM”), at which time it will lapse, unless by a resolution passed at the said AGM, such authority is renewed; or

(b) the expiration of the period within which the next AGM of the Company is required to be held pursuant to Section 143(1) of the Act (but shall not extend to such extension as may be allowed pursuant to Section 143(2) of the Act); or

(c) revoked or varied by resolution passed by the shareholders in a general meeting, whichever is the earlier;

AND THAT the Directors be and are hereby authorised to complete and do all such acts (including executing such documents as may be required) to give effect to the transactions contemplated and/or authorised by this Ordinary Resolution.”

ORDINARY RESOLUTION 2
– PROPOSED EMPLOYEE SHARE OPTION SCHEME

“THAT subject to the approval of all relevant authorities, the Board of Directors of the Company be and is hereby authorised:-

(a) to establish and administer an employees’ share option scheme for the benefit of Eligible Employees of the NMSC Group (“ESOS” or “Scheme”) and to adopt the draft By-Laws of the ESOS which are contained in Appendix I of this Circular to Shareholders dated 3 September 2004 thereto, and to give effect to the ESOS with full power to assent to any condition, modification or amendment as may be required by any relevant authority;

(b) to modify and/or amend the By-Laws of the ESOS from time to time provided that such modifications and/or amendments are effected in accordance with the provisions of the By-Laws of the ESOS relating to modifications and/or amendments and to do all such acts and to enter into all such transactions, arrangements and agreements necessary or expedient in order to give full effect to the ESOS;

(c) to issue and allot from time to time such number of new ordinary shares of RM0.10 each in the capital of the Company as may be required to be issued pursuant to the exercise of the options (“Options”) under the ESOS provided that the aggregate number of shares to be allotted and issued pursuant to this resolution shall not exceed an aggregate of thirty percent (30%) of the issued and paid-up share capital of NMSC subject to a maximum entitlement of fifteen percent (15%) of the issued and paid-up capital of the Company for the first five (5) years of the existence of the Proposed ESOS, at any one point of time during the existence of the ESOS, subject to By-Law 14 and such new ordinary shares issued will rank pari passu in all respects with the then existing issued ordinary shares of the Company except that the shares so issued will not be entitled to any dividend, right, allotment and/or other distribution declared, made or paid prior to the exercise date of the Options pursuant to the ESOS;

(d) to make the necessary applications and do all things necessary at the appropriate time or times to Bursa Malaysia Securities Berhad and any other authorities for permission to deal in and for quotation of any new ordinary shares of the Company which may hereafter from time to time be issued and allotted pursuant to the ESOS; and

(e) to consent to and adopt, if they so deem fit and expedient, such conditions, variations, modifications and/or amendments as may be required or imposed by the relevant authorities in respect of the ESOS.”

ORDINARY RESOLUTION 3
– PROPOSED ALLOCATION OF OPTIONS TO Y.A.M. TUNKU DATO’ SERI NADZARUDDIN IBNI TUANKU JA’AFAR

“THAT subject to the passing of Ordinary Resolution 2 above, the approval of the shareholders of NMSC at the upcoming AGM pertaining to the amendment of Article 3(2)(a) of the Company’s Articles of Association to allow the Company to extend the ESOS Options to its Non-Executive Directors, and the approvals of all relevant authorities, if applicable, the Board of Directors of the Company be and is hereby authorised at any time and from time to time to offer and to grant to Y.A.M. Tunku Dato’ Seri Nadzaruddin Ibni Tuanku Ja’afar, Independent Non-Executive Chairman of the Company, options to subscribe for up to the maximum entitlement of new ordinary shares in the Company, subject to Clause 6 of the By-Laws, which states that not more than fifty percent (50%) of new NMSC Shares available under the Scheme should be allocated in aggregate to the directors and senior management of the NMSC Group, and that not more than ten percent (10%) of the new NMSC Shares available under the Scheme should be allocated to any individual director or employee, who either singly or collectively through his associates, holds twenty percent (20%) or more of the issued and paid-up capital of NMSC, and also subject always to other terms and conditions and/or any adjustment that may be made in accordance with the provisions of the By-Laws of the Scheme.”

ORDINARY RESOLUTION 4
– PROPOSED ALLOCATION OF OPTIONS TO CHAN WING KONG

“THAT subject to the passing of Ordinary Resolution 2 above and the approvals of all relevant authorities, if applicable, the Board of Directors of the Company be and is hereby authorised at any time and from time to time to offer and to grant to Chan Wing Kong, Chief Executive Officer of the Company, options to subscribe for up to the maximum entitlement of new ordinary shares in the Company, subject to Clause 6 of the By-Laws, which states that not more than fifty percent (50%) of new NMSC Shares available under the Scheme should be allocated in aggregate to the directors and senior management of the NMSC Group, and that not more than ten percent (10%) of the new NMSC Shares available under the Scheme should be allocated to any individual director or employee, who either singly or collectively through his associates, holds twenty percent (20%) or more of the issued and paid-up capital of NMSC, and also subject always to other terms and conditions and/or any adjustment that may be made in accordance with the provisions of the By-Laws of the Scheme.”

ORDINARY RESOLUTION 5
– PROPOSED ALLOCATION OF OPTIONS TO DR. VICTOR JOHN STEPHEN PRICE PURSUANT TO THE PROPOSED ESOS

“THAT subject to the passing of Ordinary Resolution 2 above and the approvals of all relevant authorities, if applicable, the Board of Directors of the Company be and is hereby authorised at any time and from time to time to offer and to grant to Dr. Victor John Stephen Price, Chief Technology Officer and Executive Director of the Company, options to subscribe for up to the maximum entitlement of new ordinary shares in the Company, subject to Clause 6 of the By-Laws, which states that not more than fifty percent (50%) of new NMSC Shares available under the Scheme should be allocated in aggregate to the directors and senior management of the NMSC Group, and that not more than ten percent (10%) of the new NMSC Shares available under the Scheme should be allocated to any individual director or employee, who either singly or collectively through his associates, holds twenty percent (20%) or more of the issued and paid-up capital of NMSC, and also subject always to other terms and conditions and/or any adjustment that may be made in accordance with the provisions of the By-Laws of the Scheme.”

ORDINARY RESOLUTION 6
– PROPOSED ALLOCATION OF OPTIONS TO DR. KWA LAY KENG

“THAT subject to the passing of Ordinary Resolution 2 above, the approval of the shareholders of NMSC at the upcoming AGM pertaining to the amendment of Article 3(2)(a) of the Company’s Articles of Association to allow the Company to extend the ESOS Options to its Non-Executive Directors, and the approvals of all relevant authorities, if applicable, the Board of Directors of the Company be and is hereby authorised at any time and from time to time to offer and to grant to Dr. Kwa Lay Keng, Non-Executive Director of the Company, options to subscribe for up to the maximum entitlement of new ordinary shares in the Company, subject to Clause 6 of the By-Laws, which states that not more than fifty percent (50%) of new NMSC Shares available under the Scheme should be allocated in aggregate to the directors and senior management of the NMSC Group, and that not more than ten percent (10%) of the new NMSC Shares available under the Scheme should be allocated to any individual director or employee, who either singly or collectively through his associates, holds twenty percent (20%) or more of the issued and paid-up capital of NMSC, and also subject always to other terms and conditions and/or any adjustment that may be made in accordance with the provisions of the By-Laws of the Scheme.”

ORDINARY RESOLUTION 7
– PROPOSED ALLOCATION OF OPTIONS TO YAP YUH FOH “THAT subject to the passing of Ordinary Resolution 2 above, the approval of the shareholders of NMSC at the upcoming AGM pertaining to the amendment of Article 3(2)(a) of the Company’s Articles of Association to allow the Company to extend the ESOS Options to its Non-Executive Directors, and the approvals of all relevant authorities, if applicable, the Board of Directors of the Company be and is hereby authorised at any time and from time to time to offer and to grant to Yap Yuh Foh, Non-Executive Director of the Company, options to subscribe for up to the maximum entitlement of new ordinary shares in the Company, subject to Clause 6 of the By-Laws, which states that not more than fifty percent (50%) of new NMSC Shares available under the Scheme should be allocated in aggregate to the directors and senior management of the NMSC Group, and that not more than ten percent (10%) of the new NMSC Shares available under the Scheme should be allocated to any individual director or employee, who either singly or collectively through his associates, holds twenty percent (20%) or more of the issued and paid-up capital of NMSC, and also subject always to other terms and conditions and/or any adjustment that may be made in accordance with the provisions of the By-Laws of the Scheme.”

ORDINARY RESOLUTION 8
– PROPOSED ALLOCATION OF OPTIONS TO LIM EE-JIN

“THAT subject to the passing of Ordinary Resolution 2 above, the approval of the shareholders of NMSC at the upcoming AGM pertaining to the amendment of Article 3(2)(a) of the Company’s Articles of Association to allow the Company to extend the ESOS Options to its Non-Executive Directors, and the approvals of all relevant authorities, if applicable, the Board of Directors of the Company be and is hereby authorised at any time and from time to time to offer and to grant to Lim Ee-Jin, Alternate Director to Yap Yuh Foh, options to subscribe for up to the maximum entitlement of new ordinary shares in the Company, subject to Clause 6 of the By-Laws, which states that not more than fifty percent (50%) of new NMSC Shares available under the Scheme should be allocated in aggregate to the directors and senior management of the NMSC Group, and that not more than ten percent (10%) of the new NMSC Shares available under the Scheme should be allocated to any individual director or employee, who either singly or collectively through his associates, holds twenty percent (20%) or more of the issued and paid-up capital of NMSC, and also subject always to other terms and conditions and/or any adjustment that may be made in accordance with the provisions of the By-Laws of the Scheme.”

ORDINARY RESOLUTION 9
– PROPOSED ALLOCATION OF OPTIONS TO ONN KIEN HOE

“THAT subject to the passing of Ordinary Resolution 2 above, the approval of the shareholders of NMSC at the upcoming AGM pertaining to the amendment of Article 3(2)(a) of the Company’s Articles of Association to allow the Company to extend the ESOS Options to its Non-Executive Directors, and the approvals of all relevant authorities, if applicable, the Board of Directors of the Company be and is hereby authorised at any time and from time to time to offer and to grant to Onn Kien Hoe, Independent Non-Executive Director of the Company, options to subscribe up to the maximum entitlement of new ordinary shares in the Company, subject to Clause 6 of the By-Laws, which states that not more than fifty percent (50%) of new NMSC Shares available under the Scheme should be allocated in aggregate to the directors and senior management of the NMSC Group, and that not more than ten percent (10%) of the new NMSC Shares available under the Scheme should be allocated to any individual director or employee, who either singly or collectively through his associates, holds twenty percent (20%) or more of the issued and paid-up capital of NMSC, and also subject always to other terms and conditions and/or any adjustment that may be made in accordance with the provisions of the By-Laws of the Scheme.”

By order of the Board,

LOY TUAN BEE (BC/L/168)
WONG WAI YIN (MAICSA 7003000)
Company Secretaries
Kuala Lumpur 3 September 2004

Notes:-

1. A member entitled to attend and vote at this meeting is entitled to appoint a proxy to attend and vote in his stead. A proxy may but need not be a member of the Company. If the proxy is not a member of the Company, he need not be an advocate, an approved company auditor or a person approved by the Registrar of Companies.
2. A member shall be entitled to appoint more than two (2) proxies to vote at the same meeting. Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he/she specifies the proportion of his/her holdings to be represented by each proxy.
3. The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney duly authorised in writing and if the appointor is a corporation/company, either under seal or in some other manner approved by its Board of Directors.
4. The instrument appointing a proxy must be deposited at the Registered Office of the Company at Unit B-10-3, Wisma HB, Megan Avenue II, No. 12, Jalan Yap Kwan Seng, 50450 Kuala Lumpur not less than forty-eight (48) hours before the time appointed for holding the meeting or any adjournment thereof.