NOTICE OF EXTRAORDINARY GENERAL MEETING - DOC

							NOTICE OF EXTRAORDINARY GENERAL MEETING


NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of Bina Darulaman Berhad
(“BDB” or “the Company”) will be held at Multi Purpose Hall, Darulaman Golf & Country Club,
Bandar Darulaman, 06007, Jitra Kedah Darul Aman on Monday 10th June, 2002 immediately after
the conclusion of the Seventh Annual General Meeting or the adjournment thereof for the purpose
of considering and if thought fit , passing the following Resolutions as Ordinary Resolutions, with or
without modifications:-


ORDINARY RESOLUTION 1
PROPOSED BONUS ISSUE


“THAT, subject to the approval of the relevant authorities, including the approval-in-principle of the
Kuala Lumpur Stock Exchange (“KLSE”) for the listing of and quotation for up to 10,184,543 new
ordinary shares of RM 1.00 each in the Company (“BDB Shares”) to be issued hereunder, a sum,
of up to RM 10,184,543 million (“the Sum”) from the share premium account of the Company,
being part of the share premium account of the Company of RM 26,245,220 million based on the
Company’s audited accounts for the financial year ended 31 December 2001, be capitalized;


AND THAT the Directors be and are hereby authorized to:-


    (i)     apply the sum in paying up in full at par up to 10,184,543 new BDB Shares (“Bonus
            Shares”) of the Company’s unissued shares which shall rank pari passu in all respects
            with the existing BDB Shares, save and except that they shall not be entitled to any
            rights and/or allotment or other distributions declared and otherwise distributed or to
            any dividends or other forms of distributions the entitlement of which is prior to the
            allotment of the Bonus Shares;


    (ii)    make the necessary applications and do all things necessary at the appropriate time
            or times to KLSE for the listing of and quotation for the Bonus Shares which will be
            allotted and issued pursuant to the Proposed Bonus Issue;
(iii)   allot and issue such Bonus Shares so paid-up amongst the shareholders of the
        Company whose names appear in the Record of Depositors at the close of business
        on a date to be determined by the Directors, in the proportion of one (1) new BDB
        Share for every five (5) existing BDB Shares then held or in such other proportion (as
        allowed under Article 107 of the Articles of Association of the Company) as the
        Directors shall at their discretion decide and that fractional BDB Shares arising from
        the Proposed Bonus Issue are to be disregarded and that the fractional entitlements
        are to be dealt with on such terms and conditions and at such time as the Board may
        at its discretion deem fit and expedient in the interest of the Company;


(iv)    sign and execute all documents, and do all acts and things as may be required for or
        in connection with and to give effect to and implement the Proposed Bonus Issue with
        full power to assent to any modifications, conditions , variations and/or amendments
        that may be required by the relevant authorities and the Directors may deem fit or
        expedient in the interest of the Company to give effect to the Proposed Bonus Issue;


AND THAT the Bonus Shares so allotted shall be treated for all purposes as an increase of the
capital held by such shareholder and not as income.”


ORDINARY RESOLUTION 2
PROPOSED EMPLOYEE SHARE OPTION SCHEME FOR ELIGIBLE EMPLOYEES
INCLUDING EXECUTIVE DIRECTOR OF BDB AND ITS SUBSIDIARIES


“THAT, subject to the approvals of all relevant authorities including the approval-in-principle of
the KLSE for the listing of and quotation for all new ordinary shares of RM 1.00 each in the
Company (“BDB Shares”) to be issued hereunder, approval be and is hereby given to the
Board of Directors of the Company to:-
(i)     establish and administer an Employee Share Option Scheme for the benefit of
        employees and Executive Director of the Company and its subsidiaries who are
        eligible (“Eligible Employees”), under which options will be granted to Eligible
        Employees to subscribe for new BDB Shares in the capital of the Company (“the
        Scheme”), in accordance to the Bye-Laws of the Scheme as set out in Appendix 1 of
        the Circular to the Shareholders of the Company dated 20th of May 2002 and to give
        full effect to the Scheme with full power to assent to any condition, variations,
        modification and/or amendment as may be deemed fit or expedient and/or be imposed
        by the relevant authorities;


(ii)    make the necessary applications and do all things necessary at the appropriate time or
        times to KLSE for the listing of and quotation for the new BDB Shares which may from
        time to time be allotted and issued pursuant to the Scheme;


(iii)   allot and issue from time to time such number of new BDB Shares in the capital of the
        Company, being BDB Shares not exceeding ten per centum (10%) of the total issued
        and paid-up share capital (or such other higher percentage as may permitted by the
        relevant regulatory authorities) comprising BDB Shares at the time of offer, as may
        required to be issued pursuant to the exercise of the options subject to the terms and
        conditions of the Scheme and such new BDB Shares will, upon allotment and issue ,
        rank pari passu in all respects with the existing BDB Shares save and except that the
        new BDB Shares will not be entitled to any dividends, rights, allotments and/or other
        distributions which entitlement precedes the date of allotment of the new BDB Shares.


(iv)    For the purpose hereof, entitlement date means the date as at the close of business
        on which shareholders must be registered in order to participate in any dividends,
        rights, allotments and/or other distributions;


(v)     modify and/or amend the Scheme from time to time provided that such modifications
        and/or amendments are affected in accordance with the provisions of the Bye-Laws of
        the Scheme relating to the modifications and/or amendments and to do all such acts
           and to enter into all transactions, arrangements, agreements, deeds or undertakings
           and to make rules or regulations, or impose such terms and conditions or delegate
           part of its powers as may be necessary or expedient in the best interest of the
           Company in order to give full effect to the Scheme;


   (vi)    extend or renew ( as the case maybe ) the Scheme for a further period of five (5) years
           commencing from the date of expiration of the existing five (5) years period subject to
           the provisions of the Bye-Laws of the Scheme.”


ORDINARY RESOLUTION 3
PROPOSED ISSUE OF OPTIONS TO DR. KU ABD. RAHMAN BIN KU ISMAIL


“THAT, subject to the passing of Ordinary Resolution 2 above and the approvals of all relevant
authorities, 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. Ku Abd. Rahman bin Ku Ismail, the Group Managing
Director of the Company, options to subscribe up to the maximum allocation of 3,055,362 ordinary
shares of RM 1.00 each in the Company subject to the provisions of Clause 7 of the Bye-Laws of
the Scheme and subject always to such terms and conditions and/or any adjustments which may
be made in accordance with the provisions of the Bye-Laws of the Scheme.”




BY ORDER OF THE BOARD




AZIZAH BT DATO’ AHMAD
(MAICSA 7007093)
Company Secretary


Kedah Darul Aman
20 May 2002
Note 1


    1.   Every member is entitled to appoint one or more proxies or in the case of a corporation, to appoint a
         representative to attend and vote in his place. A proxy need not be a member of the Company.


    2.   The Form of Proxy must be signed by the appointer or his attorney duly authorized in writing or if the
         appointer is a corporation , either under the seal or under the hand of an officer or attorney duly authorized.


    3.   The Form of Proxy shall be deposited at the Company’s Registered Office at 6th Floor, Wisma PKNK, Jalan
         Sultan Badlishah, 05000, Alor Setar, Kedah not less than forty-eight (48) hours before the time appointed for
         holding the meeting or any adjournment thereof.


Note 2


    1.   The proposed Resolution 1, if passed, would enable the Company to meet the minimum share capital
         requirement of RM 60 million.


    2.   The proposed Resolution 2 & 3, if passed would empower the Board of Directors to implement the Employee
         Share Option Scheme for the benefit of the Executive Director and employees of the Company and its
         subsidiaries.