Contents :

Ordinary Resolution No. 1
- Authority to allot shares pursuant to the Employees’ Share Option Scheme (ESOS)

“THAT subject always to the approval of the relevant authorities, authority be and is hereby given to the Directors to issue shares in the capital of the Company at any time upon such terms and conditions and for such purposes as the Directors, may, in their discretion, deem fit including but not limited to such shares as may be issued pursuant to the exercise of the options under the Employees’ Share Option Scheme (“the Scheme”) as approved by an ordinary resolution passed at the Extraordinary General Meeting of the Company held on 14 August 1998 provided that the aggregate number of shares to be issued pursuant to this resolution does not exceed 10% of the issued share capital of the Company for the time being.”

Ordinary Resolution No. 2
- Proposed Increase In Authorised Share Capital

“THAT the Authorised Share Capital of the Company be increased from RM50,000,000.00 comprising 50,000,000 shares of RM1.00 each to RM100,000,000.00 comprising 100,000,000 shares of RM1.00 each by the creation of 50,000,000 new shares of RM1.00 each and that as a consequence Clause 5 of the Company’s Memorandum of Association be deemed amended accordingly.”

Ordinary Resolution No. 3
- Proposed authorisation in accordance with Section 132E of the Companies Act, 1965

“THAT in accordance with Section 132E of the Companies Act, 1965, authority be and is hereby given to the Company or its related corporations to enter into arrangements or transactions with the Directors of the Company or any person connected with such Directors (within the meaning of Section 122A, Companies Act, 1965) whereby the Company or its related corporations may acquire from or dispose to such Directors or connected persons non-cash assets including but not limited to land, development properties, capital equipment and related machineries and/or any other assets or products of the Company or its related corporations provided that such acquisitions or disposals are on commercial terms, of a revenue and/or trading nature and in the ordinary course of business, such authority will continue to be in force until the conclusion of the next Annual General Meeting 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.”

Special Resolution No. 1
- Amendments to the Company’s Articles of Association

“THAT in compliance with the Revamped Listing Requirements of the Kuala Lumpur Stock Exchange, the alterations, modifications and additions to the Articles of Association as set out in Appendix A in the Annual Report 2000, be and are hereby approved.”

The Board of KKB Engineering Berhad are as follows :-

Name of Directors Office

1. Kho Kak Beng (JBK) Group Managing Director/Chairman
2. YAM Raja Dato' Seri Ashman Shah Non Executive Director
Ibni Sultan Azlan Shah
3. Dato' Anwarrudin Bin Ahamad Osman Independent Non-Executive Director
4. Dr. Subbramaniam A/L Arjunan Independent Non-Executive Director
5. Leong Siew Ting Independent Non-Executive Director
6. Chai Woon Chew Non-Executive Director
7. Tan Heong Ming Executive Director
8. Kho Pok Tong Executive Director
9. Kho Poh Lin Executive Director

The present Audit Committee Members are as follows :-

1. Dr. Subbramaniam A/L Arjunan Chairman - Independent Non-Executive Director
2. Leong Siew Ting Member -Independent Non-Executice Director
3. Tan Heong Ming Member - Executive Director