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AIC CORPORATION BERHAD

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					THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to the course of action you should take, you should consult your stockbroker, bank manager,
solicitor, accountant or other professional adviser immediately.

If you have sold all your shares in AIC Corporation Berhad ("AIC"), you should at once hand this Circular together with the
enclosed Annual Report 2000 to the agent through whom the sale was effected for onward transmission to the purchaser.

The Kuala Lumpur Stock Exchange takes no responsibility for the contents of this Circular, makes no representation as to its
accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance
upon the whole or any part of the contents of this Circular.




                                       AIC CORPORATION BERHAD
                                                              (Company No.: 194514-M)
                                                                 (Incorporated in Malaysia)




                                                  CIRCULAR TO SHAREHOLDERS

                                                                   in relation to the


                  •     PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

                  •     PROPOSED PURCHASE OF OWN SHARES


                           IN CONJUNCTION WITH THE SPECIAL BUSINESS AT THE

                                         ELEVENTH ANNUAL GENERAL MEETING




Notice of the Eleventh Annual General Meeting to be held at Caymans 1&2, Level 10, Sunway Lagoon Resort Hotel,
Persiaran Lagoon, Bandar Sunway, 46150 Petaling Jaya, Selangor Darul Ehsan on 22 May 2001 at 10.00 a.m. has been set
out in the Company’s Annual Report for the financial year ended 31 December 2000 which is sent to you together with this
Circular.

A Form of Proxy is enclosed in the Annual Report 2000 which must be completed and deposited at 10th Floor, Tower Block,
Kompleks Antarabangsa, Jalan Sultan Ismail, 50250 Kuala Lumpur not later than 48 hours before the time set for the meeting
or any adjournment thereof. The lodging of the Form of Proxy will not preclude you from attending and voting in person at
the meeting should you subsequently wish to do so.


Last date and time for lodging the Form of Proxy ...................................................   :   20 May 2001 at 10.00 a.m.
Date and time of the Annual General Meeting .......................................….............      :   22 May 2001 at 10.00 a.m.



                                                      This Circular is dated 25 April 2001
DEFINITIONS

Except where the context otherwise requires, the following definitions shall apply throughout this Circular:-


 “AGM”                            :   Annual General Meeting

 "AIC" or "Company"               :   AIC Corporation Berhad (Company No.: 194514-M)

 "AIC Group" or the "Group"       :   AIC and its subsidiaries

 “AIC shares”                     :   Ordinary shares of RM1.00 each in AIC

 “Annual Report 2000”             :   The Annual Report and Audited Financial Statements of AIC for the
                                      financial year ended 31 December 2000

 “Board”                          :   Board of Directors of AIC

 "EGM"                            :   Extraordinary General Meeting

 "EPS"                            :   Earnings per share

 "KLSE"                           :   Kuala Lumpur Stock Exchange

 "NTA"                            :   Net tangible assets

 "Proposed Amendments"            :   The proposed amendments to the Articles of Association of the Company

 "Proposed Purchase of Own        :   The proposed purchase of own shares by AIC
  Shares "

 "Proposals"                      :   The Proposed Amendments and Proposed Purchase of Own Shares
                                      collectively

 "RM"                             :   Ringgit Malaysia

 "Treasury Shares"                :   The AIC shares purchased by the Company that can be retained,
                                      distributed as dividends or resold and/or subsequently cancelled




                                                       -i-
CONTENTS                                                                                                                               PAGE

LETTER TO SHAREHOLDERS OF AIC CONTAINING:-


1.    INTRODUCTION ...............................................................................................................……    1

2.    DETAILS OF THE PROPOSALS ..............................………………………………………....                                                        1

3.    RATIONALE FOR THE PROPOSALS ……………………….....................…………………                                                                 3

4.    EFFECTS OF THE PROPOSALS .....................………………………………………..……...                                                              3

5.    CONDITIONS OF THE PROPOSALS ………………………...............………………....…...                                                                6

6.    DETAILS OF HIGHEST AND LOWEST PRICES OF AIC SHARES FOR THE LAST
      TWELVE (12) MONTHS ……………………………………………………………………...                                                                                  6

7.    PREVIOUS PURCHASES AND RESALE OF TREASURY SHARES ……………………                                                                         7

8.    DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS' INTERESTS ...............................                                                7

9.    RECOMMENDATION BY DIRECTORS ..........................................................................…...                        7

10.   ANNUAL GENERAL MEETING .............................................................…………..........…..                             7

11.   FURTHER INFORMATION ...............................................................................................…...           7




APPENDICES

I.    PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION..………………….                                                                      8

II.   FURTHER INFORMATION...............................................................................................……              19




                                                                    - ii -
                                   AIC CORPORATION BERHAD
                                            (Company No.: 194514-M)
                                            (Incorporated in Malaysia)

                                                                               Registered Office:-

                                                                               Wisma AIC
                                                                               Lot 3, Persiaran Kemajuan,
                                                                               Seksyen 16,
                                                                               40200 Shah Alam
                                                                               Selangor Darul Ehsan

                                                                               25 April 2001

Board of Directors :-

Datuk Haji Sarip bin Hamid (Executive Chairman)
Tuan Haji Mohd. Ali bin Bawal
Tuan Haji Rahim bin Kassim
Professor Madya Dato' Haji Mohd. Mokhtar bin Haji Shafii
Mamat @ Mohamed bin Hussain


To : The Shareholders of AIC Corporation Berhad


Dear Sir/Madam

•     PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

•     PROPOSED PURCHASE OF OWN SHARES



1.      INTRODUCTION

        On 16 March 2001, your Board of Directors announced that AIC proposes to seek your mandate for the
        Company to be authorised to purchase its own shares in accordance with the provisions of Section 67A of
        the Companies Act, 1965 (as may be amended, modified or re-enacted from time to time) following the
        expiry of the authorisation of the aforesaid matter at the conclusion of the AGM held on 4 May 2000, which
        the Company did not seek renewal. The Company’s shareholders had earlier approved the proposal by the
        Company to purchase its own shares during an EGM held on 18 June 1999.

        On 12 April 2001, the Board announced that AIC proposes to amend the Articles of Association of the
        Company, where relevant, to render consistency throughout and to incorporate the new requirements of the
        revamped KLSE Listing Requirements and other relevant statutory requirements.

        The purpose of this Circular is to provide you with information on the Proposals and to seek your approval
        for the resolutions relating to the Proposals to be tabled at the forthcoming Eleventh AGM.


2.      DETAILS OF THE PROPOSALS

        2.1      Proposed Amendments

                 The details of the Proposed Amendments are set out in Appendix I of this Circular.

                 The proposed amendments to the Articles of Association of the Company have been approved by
                 the KLSE on 5 April 2001 and are now subject to the approval of the shareholders of the Company.




                                                       -1 -
2.2   Proposed Purchase of Own Shares

      AIC further proposes to seek the authority from the shareholders to purchase and/or hold the
      requisite amount of ordinary shares of RM1.00 each in AIC representing up to ten per centum
      (10%) of the issued and paid-up capital of AIC at any point of time, on the KLSE through one
      stockbroker to be appointed at a later date. The authority from the shareholders would be effective
      immediately upon the passing of the ordinary resolution pertaining to the Proposed Purchase of
      Own Shares as stated in the Notice of AGM contained in the Annual Report 2000 and such
      authority may only continue in force until:-
      (i)      the conclusion of the next AGM unless by ordinary resolution passed at that meeting, the
               authority is renewed, either unconditionally or subject to conditions;

      (ii)     revoked or varied by ordinary resolution passed by the shareholders in a general meeting;
               or

      (iii)    the expiration of the period within which the next AGM is required by law to be held;
      whichever occurs first.

      It is the present intention of the Directors to retain all the AIC shares to be purchased as Treasury
      Shares. Purchased shares held as Treasury Shares may either be distributed as dividends or resold
      on the KLSE in accordance with the rules of the KLSE and/or subsequently cancelled. However, at
      present, the Company does not intend to cancel any of the purchased shares.

      The distribution of Treasury Shares as share dividends may be applied as a reduction of the retained
      profit reserves and/or the share premium reserves of the Company. The maximum amount of funds
      to be utilised for this purpose shall not exceed the sum of retained profits and share premium of the
      Company. Based on the audited accounts for the year ended 31 December 2000, AIC's accumulated
      profits and share premium stood at RM9.183 million and RM37.383 million respectively. The
      issued and paid-up share capital of AIC as at 31 March 2001 is 68,425,346 ordinary shares of
      RM1.00 each.

      While the shares are held as Treasury Shares, Section 67A (3C) of the Companies Act 1965 states
      that the rights attached to them as to voting, dividends and participation in other distribution or
      otherwise are suspended and the Treasury Shares shall not be taken into account in calculating the
      number or percentage of shares or of a class of shares in the Company for any purposes including
      substantial shareholding, takeovers, notices, the requisitioning of meetings, the quorum for a
      meeting and the result of a vote on a resolution at a meeting.

      The Proposed Purchase of Own Shares will allow the Directors to purchase AIC shares at any time
      within the abovementioned time period using the funds of the Group. The aforesaid funds will be
      sourced from both internally generated funds of the Group and/or external borrowings, the portion
      of which to be utilised will depend on the actual number of AIC shares to be purchased, the price of
      AIC shares and the availability of funds at the time of purchase(s). If borrowings are used for the
      Proposed Purchase of Own Shares, the Company will experience a decline in its net cash flow to
      the extent of the interest costs associated with such borrowings but the Board does not foresee any
      difficulty in repayment of borrowings if any is used for the Proposed Purchase of Own Shares.

      AIC may only purchase its own shares at a price which is not more than fifteen (15) per centum
      above the weighted average market price for AIC shares for the five (5) market days immediately
      preceding the date of purchase.

      AIC may only resell the Treasury Shares at a price which is not less than the weighted average
      market price for AIC shares for the five (5) market days immediately preceding the date of resale.

      The actual number of shares to be purchased, the total amount of funds involved for each purchase
      and the timing of the purchase(s) will depend on the market conditions and sentiments of the stock
      market, the available financial resources of the Group and the amount of retained profits and share
      premium of the Company.




                                             -2 -
                It should be noted that the Proposed Purchase of Own Shares will reduce the cash resources of the
                Group. This may result in the Group foregoing other investment opportunities that may emerge in
                the future and may also reduce the amount of cash resources available for distribution as cash
                dividends to shareholders of AIC. However, the financial resources of the Group may be increased
                pursuant to the reselling of the purchased shares held as Treasury Shares. Nevertheless, the Board
                of Directors of the Company will be mindful of the interest of AIC and its shareholders in
                undertaking the Proposed Purchase of Own Shares.

                Based on the Registers of Substantial Shareholders and Directors' Shareholdings as at 31 March
                2001, the public shareholding spread as at the date thereof is 64.26%. The Board undertakes that the
                Proposed Purchase of Own Shares will be conducted in accordance with laws prevailing at the time
                of the purchase including compliance with the 25% public shareholding spread as required by the
                KLSE Listing Requirements.


3.    RATIONALE FOR THE PROPOSALS

      3.1       Proposed Amendments

                The Proposed Amendments are made to update the Articles of Association of the Company, where
                relevant, to render consistency throughout and to incorporate the new requirements, where
                necessary, of the KLSE Listing Requirements and other relevant statutory requirements.

      3.2       Proposed Purchase of Own Shares

                The rationale for the Proposed Purchase of Own Shares is to enable AIC to utilise its financial
                resources, that do not have an immediate usage, to purchase its own shares and retain shares bought
                back as Treasury Shares with the intention to realise potential gain from the resale of Treasury
                Shares and/or to reward its shareholders through the distribution of the Treasury Shares as
                dividends.


4.    EFFECTS OF THE PROPOSALS

      4.1       Share capital of AIC

                The Proposed Amendments will not have any effect on the share capital of AIC.

                Based on the assumption that the AIC shares to be purchased will be retained as Treasury Shares,
                the Proposed Purchase of Own Shares will not have any effect on the share capital of AIC.

      4.2       Substantial shareholders' and Directors' shareholdings

                Based on the Registers of Substantial Shareholders and Directors' Shareholdings as at 31 March
                2001 and assuming the Proposed Purchase of Own Shares is implemented in full (ie. up to 10% of
                the paid-up capital) and that the shares purchased are from shareholders other than the substantial
                shareholders and Directors, the effect of the Proposed Purchase of Own Shares on the shareholdings
                of the existing substantial shareholders and Directors of AIC by virtue of Section 67A(3C) of the
                Companies Act 1965 are as follows:-

                                  Before Proposed Purchase of Own Shares           After Proposed Purchase of Own Shares
                                 <------ Direct ------> <------ Indirect ----->   <------ Direct ------> <----- Indirect ----->
                                      No. of                   No. of                  No. of                  No. of
                                   ordinary                ordinary                 ordinary               ordinary
                                 shares held         %  shares held          %    shares held         % shares held          %

     Substantial Shareholder
     /Beneficial Owner

     Asteria Consolidated Sdn.   16,032,166    23.43                -        -    16,032,166     26.03              -        -
     Bhd.
                                                        (1)                                              (1)
     Asteria Sdn. Bhd.                     -        -     16,032,166     23.43              -        -     16,032,166    26.03
                                                        (2)                                              (2)
     Golden Prism Sdn. Bhd.                -        -     16,032,166     23.43              -        -     16,032,166    26.03
                                                        (2)                                              (2)
     Nadi Mal Sdn. Bhd.             184,666      0.27     16,032,166     23.43       184,666      0.30     16,032,166    26.03

                                                          -3 -
                             Before Proposed Purchase of Own Shares               After Proposed Purchase of Own Shares
                            <------ Direct ------> <------ Indirect ----->       <------ Direct ------> <----- Indirect ----->
                                   No. of                 No. of                      No. of                  No. of
                               ordinary               ordinary                     ordinary               ordinary
                            shares held         %  shares held          %        shares held         %  shares held         %

                                                      (3)                                                 (3)
Hakikat Seri Sdn. Bhd.                     -      -     16,216,832      23.70                  -      -     16,216,832      26.33
                                                      (4)                                                 (4)
Datuk Haji Sarip bin                 50,000    0.07     16,032,166      23.43            50,000    0.08     16,032,166      26.03
Hamid
                                                      (5)                                                 (5)
Maznah bte Mohamad                   46,000    0.07     16,216,832      23.70            46,000    0.07     16,216,832      26.33

Haji Mohd. Ali bin Bawal           2,940,000   4.30                 -       -          2,940,000   4.77                 -       -

Al-Meiiraj bin Mohd. Ali           2,287,666   3.34                 -       -          2,287,666   3.71                 -       -

BHLB Pacific High                  1,428,000   2.09                 -       -          1,428,000   2.32                 -       -
Growth Fund

Bank Islam Malaysia                1,780,000   2.60                 -       -          1,780,000   2.89                 -       -
Berhad

Amanah Raya Berhad                 1,833,667   2.68                 -       -          1,833,667   2.98                 -       -
– Skim Amanah Saham
Bumiputera

Permodalan Nasional                3,667,334   5.36                 -       -          3,667,334   5.96                 -       -
Berhad
                                                        (6)                                                 (6)
Yayasan Pelaburan                          -      -         3,667,334    5.36                  -      -         3,667,334    5.96
Bumiputra

Syarikat Takaful Malaysia          1,954,000   2.86                 -       -          1,954,000   3.17                 -       -
Berhad

Lembaga Tabung Haji                2,294,000   3.35                 -       -          2,294,000   3.73                 -       -

Malaysia National                  2,129,000   3.11                 -       -          2,129,000   3.46                 -       -
Insurance Berhad

Uma Devi a/p N.                    1,882,952   2.41                 -       -          1,882,952   3.06                 -       -
Nadarajah


Substantial Shareholder /
Bare trustee
                             (7)                                                 (7)
Amsec Nominees                     3,016,668   4.41                 -       -          3,016,668   4.90                 -       -
(Tempatan) Sdn. Bhd.
                             (8)                                                 (8)
CIMB Nominees                      1,864,000   2.72                 -       -          1,864,000   3.03                 -       -
(Tempatan) Sdn. Bhd.
                             (9)                                                 (9)
Universal Trustee                  3,166,000   4.63                 -       -          3,166,000   5.14                 -       -
(Malaysia) Berhad
                            (10)                                                (10)
Al-Wakalah Nominees                1,780,000   2.60                 -       -          1,780,000   2.89                 -       -
(Tempatan) Sdn. Bhd.
                            (11)                                                (11)
BIMSEC Nominees                    1,968,000   2.88                 -       -          1,968,000   3.20                 -       -
(Tempatan) Sdn. Bhd.
                            (12)                                                (12)
BOC Nominees                       2,940,000   4.30                 -       -          2,940,000   4.77                 -       -
(Tempatan) Sdn. Bhd.
                            (13)                                                (13)
OUB Nominees                       2,220,000   3.24                 -       -          2,220,000   3.60                 -       -
(Tempatan) Sdn. Bhd.
                            (14)                                                (14)
TA Nominees (Tempatan)             1,630,440   2.38                 -       -          1,630,440   2.65                 -       -
Sdn. Bhd.
                            (15)                                                (15)
Citicorp Nominees (Asing)          2,783,166   4.07                 -       -          2,783,166   4.52                 -       -
Sdn. Bhd.
                            (15)                                                (15)
Mayban Nominees                    2,179,000   3.18                 -       -          2,179,000   3.54                 -       -
(Tempatan) Sdn. Bhd.

                                                       -4 -
                               Before Proposed Purchase of Own Shares           After Proposed Purchase of Own Shares
                              <------ Direct ------> <------ Indirect ----->   <------ Direct ------> <----- Indirect ----->
                                     No. of                 No. of                  No. of                  No. of
                                 ordinary               ordinary                 ordinary               ordinary
                              shares held         %  shares held          %    shares held         %  shares held         %

Directors
                                                     (16)                                             (16)
Datuk Haji Sarip bin                50,000    0.07      16,032,166    23.43        50,000      0.08      16,032,166   26.03
Hamid

Haji Mohd. Ali bin Bawal         2,940,000    4.30               -        -     2,940,000      4.77               -       -

Haji Rahim bin Kassim                2,000       -               -        -          2,000        -               -       -

Professor Madya Dato' Haji          20,000    0.03               -        -        20,000      0.03               -       -
Mohd. Mokhtar bin Haji
Shafii

Mamat @ Mohamed bin                       -      -               -        -              -        -               -       -
Hussain



Notes:-
(1)
       Deemed interest by virtue of its substantial shareholding in Asteria Consolidated Sdn. Bhd.
(2)
       Deemed interest by virtue of its substantial shareholding in Asteria Consolidated Sdn. Bhd. through Asteria Sdn.
       Bhd.
(3)
          Deemed interest by virtue of its substantial shareholding in Asteria Consolidated Sdn. Bhd. through Asteria Sdn.
          Bhd. and Nadi Mal Sdn. Bhd.
(4)
       Deemed interest by virtue of his substantial shareholding in Asteria Consolidated Sdn Bhd through Asteria Sdn.
       Bhd. and Golden Prism Sdn. Bhd..
(5)
       Deemed interest by virtue of her substantial shareholding in Asteria Consolidated Sdn Bhd through Asteria Sdn
       Bhd, Nadi Mal Sdn. Bhd. and Hakikat Seri Sdn. Bhd..
(6)
       Indirect interest through its shareholding of 100% interest less one share of Permodalan Nasional Berhad by
       virtue of Section 6A of the Companies Act, 1965.
(7)
       Beneficial owner who holds 2% and above under the bare trustee is Al-Meiiraj bin Mohd. Ali.
(8)
       Beneficial owner who holds 2% and above under the bare trustee is Asteria Consolidated Sdn. Bhd..
(9)
       Beneficial owner who holds 2% and above under the bare trustee is BHLB Pacific High Growth Fund.
(10)
       Beneficial owner who hold 2% and above under the bare trustee is Bank Islam Malaysia Berhad.
(11)
       Beneficial owner who holds 2% and above under the bare trustee is Syarikat Takaful Malaysia Berhad.
(12)
       Beneficial owner who holds 2% and above under the bare trustee is Haji Mohd. Ali bin Bawal.
(13)
       Beneficial owner who holds 2% and above under the bare trustee is Asteria Consolidated Sdn. Bhd.
(14)
       Beneficial owner who holds 2% and above under the bare trustee is Uma Devi a/p N. Nadarajah.
(15)
       There is no beneficial owner who holds 2% and above under the respective bare trustees.
(16)
       Deemed interest by virtue of his substantial shareholding in Asteria Consolidated Sdn. Bhd. through Asteria Sdn.
       Bhd. and Golden Prism Sdn. Bhd.



The Proposed Amendments will not have any effect on the shareholdings held by the substantial
shareholders and Directors of AIC.

The Proposed Purchase of Own Shares will not have any implications in relation to the Malaysian Code on
Take-overs and Mergers, 1998.




                                                       -5 -
     4.3     NTA and Working Capital

             The Proposed Amendments will not have any effect on the NTA of the AIC Group.

             The Proposed Purchase of Own Shares is likely to reduce the NTA per share and will reduce the
             working capital of the AIC Group, the quantum of which depends on the purchase price of the AIC
             shares at the time of the purchase.

     4.4     Earnings

             The Proposals are not expected to have any material effect on the earnings of the AIC Group for the
             financial year ending 31 December 2001.

             Depending on the purchase price of the AIC shares and the effective funding cost of AIC, the
             Proposed Purchase of Own Shares may increase the EPS of the AIC Group.

     4.5     Dividends

             The Proposals are not expected to have any effect on the dividend rates of AIC. For the financial
             year ended 31 December 2000, the Board of Directors of AIC has declared a first and final tax-
             exempt dividend of 4% which will be payable on 17 July 2001.


5.   CONDITIONS OF THE PROPOSALS

     5.1     Proposed Amendments

             The Proposed Amendments are conditional upon approval being obtained from the following:-

             (a)      the KLSE for the proposed amendments to the Articles of Association which was obtained
                      on 5 April 2001; and

             (b)      the shareholders of AIC at the forthcoming AGM.

     5.2     Proposed Purchase of Own Shares

             The Proposed Purchase of Own Shares is conditional upon the approval being obtained from the
             shareholders of AIC at the forthcoming AGM.


6.   DETAILS OF HIGHEST AND LOWEST PRICES OF AIC SHARES FOR THE LAST TWELVE
     (12) MONTHS

     The monthly highest and lowest prices of AIC shares as traded on the KLSE for the last twelve (12) months
     from April 2000 to March 2001 are as follows:-
                                                                Highest                           Lowest
                                                                    RM                                RM
     2000
     April                                                         25.25                            16.20
     May                                                           22.90                            18.60
     June                                                        * 10.10                            * 8.20
     July                                                         * 9.85                            * 7.80
     August                                                       * 9.50                            * 7.95
     September                                                    * 8.05                            * 6.20
     October                                                      * 6.70                            * 5.10
     November                                                     * 6.15                            * 4.90
     December                                                     * 5.10                            * 4.48
     2001
     January                                                      * 5.35                            * 3.88
     February                                                     * 5.15                            * 4.48
     March                                                        * 4.72                            * 3.98
                                                   -6 -
         The last transacted price of AIC shares on 16 March 2001, being the last transacted market price
         immediately prior to announcement of the Proposed Purchase of Own Shares was RM4.28.

         The last transacted price of AIC shares on 20 April 2001, being the last practicable date prior to the printing
         of this Circular, was RM4.18.

         (Source: Investors Digest and KLSE Daily Diary)

         Note :-
         * Prices after adjustment for the bonus issue of one new ordinary share for every one existing ordinary share in AIC.


7.       PREVIOUS PURCHASES , RESALE AND CANCELLATION OF TREASURY SHARES

         AIC has not made any purchases of its own shares and thus, there is no resale or cancellation of Treasury
         Shares todate.


8.       DIRECTORS ' AND SUBSTANTIAL SHAREHOLDERS ' INTERESTS

         None of the Directors or substantial shareholders of AIC or any persons connected to the Directors or
         substantial shareholders of AIC has any interest, direct or indirect, in the Proposed Amendments, Proposed
         Purchase of Own Shares and resale of Treasury Shares, if any.


9.       RECOMMENDATION BY DIRECTORS

         Your Directors, having considered all aspects of the Proposals, are of the opinion that the Proposals are in
         the best interest of the AIC Group. Accordingly, the Directors recommend that you vote in favour of the
         resolutions for the Proposals to be tabled at the forthcoming AGM.


10.      ANNUAL GENERAL MEETING

         The Eleventh AGM, the Notice of which is set out in the Annual Report 2000, will be held at Caymans 1&2,
         Level 10, Sunway Lagoon Resort Hotel, Persiaran Lagoon, Bandar Sunway, 46150 Petaling Jaya, Selangor
         Darul Ehsan on 22 May 2001 at 10.00 a.m., for the purpose of considering and, if thought fit, passing the
         resolutions to give effect to the Proposals.

         If you are unable to attend and vote at the AGM in person, you are requested to complete the Form of Proxy
         as enclosed in the Annual Report 2000, sign and return it in accordance with the instructions printed thereon
         as soon as possible and in any event, so as to arrive at 10 th Floor, Tower Block, Kompleks Antarabangsa,
         Jalan Sultan Ismail, 50250 Kuala Lumpur, not less than forty-eight (48) hours before the time and date of the
         AGM. The lodging of the Form of Proxy will not, however, preclude you from attending and voting at the
         AGM should you subsequently wish to do so.


11.      FURTHER INFORMATION

         Shareholders are requested to refer to the appendices for further information.


Yours faithfully
For and on behalf of the Board of Directors
AIC CORPORATION BERHAD



DATUK HAJI SARIP BIN HAMID
Executive Chairman




                                                            -7 -
                                                                                                      APPENDIX I


PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF AIC

The Articles of Association of the Company are proposed to be amended in the following manner as approved
by the KLSE on 5 April 2001 :-

1.    Article 2

      Article 2 of the Articles of Association is amended by deleting the said article in its entirety and
      substituting with the following new Article 2 to read as follows :-

      Article 2

      In these Articles the words standing in the first column of the table next hereinafter contained shall bear
      the meanings set opposite to them respectively in the second column thereof, if not inconsistent with the
      subject or context.

            WORDS                                          MEANINGS

       The Company                :      AIC Corporation Berhad

       The Act                    :      The Companies Act, 1965 or any statutory modification, amendment
                                         or re-enactment thereof for the time being in force concerning
                                         companies and affecting the Company

       These Articles             :      These Articles of Association as altered from time to time by special
                                         resolution

       Approved Market Place      :      A stock exchange which is specified to be an approved market place
                                         in the Securities Industry (Central Depositories) Exemption (No. 2)
                                         Order, 1998

       Authorised Nominees        :      A person who is authorised to act as nominee as specified under the
                                         Rules

       Book Closing Date          :      The specified time and date set by the Company for the purpose of
                                         determining persons entitled to dividends, interest, or new securities,
                                         or other distributions, or rights to a priority of application for issues of
                                         securities

       Beneficial Owner           :      In relation to Deposited Securities, the ultimate owner of the
                                         Deposited Securities who is the person entitled to all rights, benefits,
                                         powers and privileges and is subject to all liabilities, duties and
                                         obligations in respect of, or arising from, the Deposited Securities and
                                         does not include a nominee of any description

       Central Depository         :      The Malaysian Central Depository Sdn. Bhd.

       Central Depositories Act :        The Securities Industry (Central Depositories) Act, 1991 as amended
                                         from time to time and any re-enactment thereof

       The Directors              :      The Directors for the time being of the Company

       Depositor                  :      A holder of securities account

       Deposited Security         :      A security in the Company standing to the credit of a Securities
                                         Account of the Depositor subject to the provisions of the Central
                                         Depositories Act and the Rules

       Dividend                   :      Includes bonus

                                                      -8 -
 The Office                 :     The registered office for the time being of the Company

 The Secretary              :     Any person or persons appointed to perform the duties of Secretary of
                                  the Company and shall include any person or persons who is a
                                  member of a professional body, or any other body, which has for the
                                  time being been prescribed by the Minister by notification published
                                  in the Gazette; or licensed by the Registrar

 The Seal                   :     The Common Seal of the Company or in appropriate cases the official
                                  seal or duplicate Common Seal

 The Stock Exchange         :     Kuala Lumpur Stock Exchange and such other Approved Market
                                  Place if any upon which the securities of the Company may be listed
                                  and quoted

 Securities Account         :     An account established by the Central Depository for a Depositor for
                                  the recording of deposit of securities and for dealing in such securities
                                  by the Depositor as permitted by under the Central Depository Act
                                  and/or the rules

 The Register               :     The Register of Members to be kept pursuant to the Act

 Market day                 :     A day on which the stock market of the Stock Exchange is open for
                                  trading in securities

 Month                      :     Calendar Month

 Year                       :     Calendar Year

 Paid-up                    :     Includes credited as paid-up

 Record of Depositors       :     A record provided by the Central Depository to the Company under
                                  Chapter 24.0 of the Rules of Central Depository

 The Rules                  :     The Rules of the Central Depository and any appendices thereto

 Member or Members          :     Any person / persons who for the time being holding shares in the
                                  Company and whose name appears in the Register of Members
                                  (except the Malaysian Central Depository Nominees Sdn. Bhd.)
                                  including depositors whose names appear on the Record of Depositors



Writing shall include printing and lithography and any other mode or modes of representing or
reproducing words in a visable or readable form.

Words importing the singular number only shall include the plural number and vice versa.

Words importing the masculine gender only shall include the feminine and neuter genders and vice versa.

Words importing persons shall include corporations.

Subject as aforesaid, any word or expression defined in the Act shall, except where the subject or context
forbids, bear the same meanings in these Articles.




                                               -9 -
2.   Article 4(2)(d) Issue of Securities

     Article 4(2)(d) of the Articles of Association is amended by replacing the word “shares” with the word
     “securities” immediately after the words “issues of” and “with such” in line one and line two of the said
     article respectively to read as follows :-

     Article 4(2)(d)

     The Company must ensure that all new issues of securities for which listing is sought are made by way of
     crediting the securities accounts of the allottees with such securities save and except where it is
     specifically exempted from compliance with Section 38 of the Central Depositories Act, in which event it
     shall so similarly be exempted from compliance with the Kuala Lumpur Stock Exchange Listing
     Requirements. For this purpose, the Company must notify the Central Depository of the names of the
     allottees and all such particulars required by the Central Depository, to enable the Central Depository to
     make the appropriate entries in the securities accounts of such allottees.


3.   Article 5(2)

     Article 5(2) of the Articles of Association is amended by deleting the said article in its entirety and
     substituting the following new Article 5(2) and Article 5(3) to read as follows :-

     Article 5(2)

     Preference shareholder shall have the same rights as ordinary shareholders as regards the receiving of
     notices, reports and audited accounts and the attending of general meetings of the Company. Preference
     shareholders shall also have the rights to vote at any meeting convened :-

     (a)   when the dividend or part of the dividend on the share is in arrears for more than 6 months;
     (b)   on a proposal to reduce the Company’s share capital;
     (c)   on a proposal for the disposal of the whole of the Company’s property, business and undertaking;
     (d)   on a proposal that affects rights attached to the share;
     (e)   on a proposal to wind up the Company; and
     (f)   during the winding up of the Company.

     Article 5(3)

     The holder of a preference share must be entitled to a return of capital in preference to holders of ordinary
     shares when the Company is wound up.


4.   Article 7 Power of paying commission and brokerage

     Article 7 of the Articles of Association is amended by deleting the said article in its entirety and
     substituting the following new Article 7 to read as follows :-

     Article 7

     The Company, or the Directors on behalf of the Company, may exercise the powers of paying
     commissions conferred by Section 58 of the Act to any persons in consideration of his subscribing or
     agreeing to subscribe, whether absolutely or conditionally, or procuring or agreeing to procure, whether
     absolutely or conditionally, for any security of the Company, provided that the rate per cent or the
     amount of the commission paid or agreed to be paid shall be disclosed in the manner required by the said
     Section, and the rate of the commission shall not exceed the rate of ten per centum (10%) of such price
     (as the case may be). Such commission may be satisfied by the payment of cash or the allotment of fully
     or partly paid securities or partly in one way and partly in the other. The Company may also on any issue
     of securities pay such brokerage as may be lawful.




                                                     - 10 -
5.   Article 10(a) Allotment and Despatch of Certificate for an Issue

     Article 10(a) of the Articles of Association is amended by deleting the said article in its entirety and
     substituting the following new Article 10(a) to read as follows :-

     Article 10(a)

     The Company must not cause or authorise its registrars to cause the securities accounts of the allottees to
     be credited with the additional securities until after it has filed with the Kuala Lumpur Stock Exchange an
     application for listing of such additional securities and been notified by the Kuala Lumpur Stock
     Exchange that they have been authorised for listing.


6.   Article 10(b) Allotment and Despatch of Certificate for an Issue

     Article 10(b) of the Articles of Association is amended by deleting the said article in its entirety and
     substituting the following new Article 10(b) to read as follows :-

     Article 10(b)

     Subject to the provisions of the Act, the Central Depositories Act, and the Rules, the Company must allot
     securities and despatch notices of allotment to allottees and application for quotation of a Rights and
     Bonus Issue : -

     i)    Within 15 market days of the final applications closing date for a rights issue or such other period as
           may be prescribed by the Kuala Lumpur Stock Exchange, the Company must :
           a. allot and issue securities;
           b. despatch notices of allotment to allottees; and
           c. make an application for the quotation of such securities.
     ii)   Within 10 market days of the books closing date for a bonus issue or such other period as may be
           prescribed by the Kuala Lumpur Stock Exchange, the Company must :
           a. allot and issue securities;
           b. despatch notices of allotment to allottees; and
           c. make an application for the quotation for such securities.

7.   Article 12 New certificates may be issued

     Article 12 of the Articles of Association is amended by deleting the said article in its entirety and
     substituting the following new Article 12 to read as follows :-

     Article 12

     Subject to the provisions of the Act, the Central Depositories Act and the Rules, if any security certificate
     shall be defaced, worn out, destroyed, lost or stolen, it may be renewed on such evidence being produced
     and a letter of indemnity (if required) being given as the Directors of the Company shall require, and (in
     case of defacement or wearing out) on delivery up of the old certificate, and in any case on payment of
     such sum not exceeding RM3.00 per certificate or such sum as the Stock Exchange may approve. In the
     case of destruction, loss or theft, a Member or person to whom such renewed certificate is given shall also
     bear such loss and pay the Company all costs and expenses (including advertising cost and expenses)
     incidental to the investigations by the Company of the evidence of such destruction or loss.




                                                     - 11 -
8.    Article 24 Transfer in writing

      Article 24 of the Articles of Association is amended by replacing the word “shares” with the word
      “securities” immediately after the words “of his” in line three of the said article to read as follows :-

      Article 24

      Subjects to these Articles, the Rules, the Central Depositories Act and, the Kuala Lumpur Stock
      Exchange Listing Requirements and Rules of the Kuala Lumpur Stock Exchange, any Member may
      transfer all or any of his securities by instrument in writing in the form prescribed and approved by the
      Kuala Lumpur Stock Exchange, the Act, and/or the Central Depositories Act as the case may be.


9.    Article 25 Transferor’s right

      Article 25 of the Articles of Association is amended by replacing the word “share” with the word
      “security” immediately after the words “of any” and “of the” in line two and line three of the said article
      respectively to read as follows :-

      Article 25

      Subject to the Central Depositories Act and the Rules, the instrument of transfer of any security shall be
      executed by or on behalf of the transferor and the transferee, and the transferor shall deem to remain the
      holder of the security until the name of the transferee is entered in the Register of Members and/or the
      Record of Depositors as the case may be in respect thereof.


10.   Article 26 Transfers of securities

      Article 26 of the Articles of Association is amended by deleting the said article in its entirety and
      substituting the following new Article 26 to read as follows :-

      Article 26

      The transfer of any listed security or class of listed security of the Company, which have been deposited
      with the Central Depository shall be by way of book entry by the Central Depository in accordance with
      the Rules of the Central Depository and, notwithstanding Sections 103 and 104 of the Act, but subject to
      the Section 107C(2) of the Act, and any exemption that may be made from compliance with Section
      107C(1) of the Act, the Company shall be precluded from registering and effecting any transfer of such
      securities.


11.   Article 30 Non-liability for the Company’s Directors and officer in respect of transfer

      Article 30 of the Articles of Association is amended by deleting the said article in its entirety and
      substituting the following new Article 30 to read as follows :-

      Article 30

      Neither the Company nor its Directors nor any of its officers shall incur any liability for registering or
      acting upon a transfer of securities apparently made by sufficient parties, although the same may by
      reason of any fraud or other cause not known to the Company or its Directors or other officers be legally
      in-operative or insufficient to pass the property in the securities proposed or professed to be transferred,
      and although the transfer may, as between the transferor or transferee, be liable to be set aside and
      notwithstanding that the Company may have notice that such instrument or transfer was signed or
      executed and delivered by the transferor in blank as to the name of the transferee or the particulars of the
      security transferred, or otherwise in defective manner. And in every such case, the person registered as
      transferee, his executors administrators and assignees alone shall be entitled to be recognised as the
      holder of such securities and the previous holder shall, so far as the Company is concerned, be deemed to
      have transferred his whole title thereto.




                                                     - 12 -
12.   Article 31

      Article 31 of the Articles of Association is amended by replacing the word “shares” with the word
      “securities” immediately after the words “to any” in line three of the said article to read as follows :-

      Article 31

      There shall be paid to the Company in respect of the registration of any probate, letters of administration,
      certificate of marriage or death, power of attorney or other document relating to or affecting the title to
      any securities, such fee, not exceeding RM3.00, as the Directors may from time to time require or
      prescribe.


13.   Article 32(a) Destruction of records

      Article 32(a) of the Articles of Association is amended by deleting the said article in its entirety and
      substituting the following new Article 32(a) to read as follows :-

      Article 32(a)

      at any time after the expiration of seven (7) years from the date of registration thereof or on which an
      entry in respect thereof shall have been made (as the case may be), all instruments of transfer of shares or
      other forms of security of the Company which shall have been registered and all letters of request,
      renounced allotment letters, forms of acceptance and transfer and applications for allotment in respect of
      which an entry in the Register of Members and / or Records of Depositors shall have made and all
      records on microfilm or on any other system of data recording and storage;


14.   Article 33 Transmission

      Article 33 of the Articles of Association is amended by replacing the word “shares” with the word
      “securities” immediately after the words “interest in the” in last line of the said article to read as follows:-

      Article 33

      In the case of the death of a Member, the legal personal representative or representatives of the deceased
      shall be the only persons recognised by the Company as having any title to his interest in the securities.


15.   Article 34(1) Death or bankruptcy of a member

      Article 34(1) of the Articles of Association is amended by deleting the said article in its entirety and
      substituting the following new Article 34(1) to read as follows :-

      Article 34(1)

      Any person becoming entitled to a security in consequence of the death or bankruptcy of a Member may,
      upon such evidence of title being produced as may from time to time properly be required by the Central
      Depository and subject as hereinafter provided, elect either to be registered himself as holder of the
      security or to have some person nominated by him registered as transferee thereof, but the Central
      Depository shall in either case have the same right to decline or suspend registration as they would have
      had in the case of a transfer of the security by that Member before his death or bankruptcy as the case
      may be, Provided always that where the security is a Deposited Security, subject to the Rules, the Act, the
      Central Depositories Act and the Kuala Lumpur Stock Exchange Listing Requirements, a transfer of the
      securities may be carried out by the person becoming so entitled.




                                                       - 13 -
16.   Article 34(2) Election of person entitle to be registered himself.

      Article 34(2) of the Articles of Association is amended by deleting the said article in its entirety and
      substituting the following new Article 34(2) to read as follows :-

      Article 34(2)

      If any person so becoming entitled shall elect to be registered himself he shall deliver or send to the
      Central Depository a notice in writing signed by him and stating that he so elects. If he shall elect to have
      another person registered he shall testify his election by executing to that other person a transfer of the
      security. All the limitations, restrictions and provisions of Central Depository relating to the right to
      transfer and the registration of transfers of securities shall be applicable to any such notice or transfer as
      aforesaid as if the death or bankruptcy of the member had not occurred and the notice or transfer were a
      transfer signed by the Member.


17.   Article 35 Person entitle to receive and give discharge for dividend


      Article 35 of the Articles of Association is amended by deleting the said article in its entirety and
      substituting the following new Article 35 to read as follows :-

      Article 35

      Provided that notice in writing thereof has been given to the Company a person becoming entitled to a
      security by reason of the death or bankruptcy of the Member shall be entitled to the same dividends and
      other advantages to which he would be entitled if he were the registered holder of the security, except that
      he shall not before being registered as a member in respect of the security be entitled in respect of it to
      exercise any right conferred by membership in relation to meetings of the Company. Provided further
      always that the Directors may at any time give notice requiring any such person to elect either to be
      registered himself or to transfer the security and if the notice is not complied with within thirty (30) days
      the Directors may thereafter withhold payment of all dividends, bonuses or other moneys payable in
      respect of the security until the requirements of the notice have been complied with.


18.   Article 35A Transmission of securities from Foreign Register

      Article 35A of the Articles of Association is amended by deleting the said article in its entirety and
      substituting the following new Article 35A to read as follows :-

      (1) Where (if applicable) :-
          (a) the securities of the Company are listed on an Approved Market Place; and
          (b) the Company is exempted from compliance with Section 14 of the Central Depositories Act or
              Section 29 of the Securities Industry (Central Depositories) (Amendment) Act, 1998, as the case
              may be, under the Rules of the Central Depository in respect of such securities,

          the Company shall, upon request of a securities holder, permit a transmission of securities held by
          such securities holder from the register of holders maintained by the Registrar of the Company in the
          jurisdiction of the Approved Market Place (hereinafter referred to as “the Foreign Register”), to the
          register of holders maintained by the Registrar of the Company in Malaysia (hereinafter referred to
          as “the Malaysian Register”) provided that there shall be no change in the ownership of such
          securities.

      (2) Where (1)(a) and (1)(b) are fulfilled, the Company shall not allow any transmission of securities
          from the Malaysian Register into the Foreign Register.




                                                      - 14 -
19.   Article 49(1) Shares to be offered to Members before issue

      Article 49(1) of the Articles of Association is amended by deleting the said article in its entirety and
      substituting the following new Article 49(1) to read as follows :-

      Article 49(1)

      Subject to any direction to the contrary that may be given by the Company in general meeting, all new
      shares or other convertible securities shall, before issue, be offered to such persons as at the date of the
      offer are entitled to receive notices from the Company of general meetings in proportion as nearly as the
      circumstances admit, to the amount of the existing shares or securities to which they are entitled. The
      offer shall be made by notice specifying the number of shares or securities offered, and limiting a time
      within which the offer, if not accepted, will be deemed to be declined, and, after the expiration of that
      time, or on the receipt of an intimation from the person to whom the offer is made that he declines to
      accept the shares or securities offered, the Directors may dispose of those shares or securities in such
      manner as they think most beneficial to the Company. The Directors may likewise also dispose of any
      new share or security which (by reason of the ratio which the new shares or securities bear to shares or
      securities held by persons entitled to an offer of new shares or securities) cannot, in the opinion of the
      Directors, be conveniently offered under this article.

20.   Article 58(a) Notice

      Article 58(a) of the Articles of Association is amended by deleting the said article in its entirety and
      substituting the following new Article 58(a) to read as follows :-

      Article 58(a)

      An annual general meeting or general meeting at which it is proposed to pass a special resolution, shall be
      called by 21 days’ notice in writing at least and any other general meeting by 14 days’ notice in writing at
      least given in the manner hereinafter mentioned to the Auditors and to all Members other than such as are
      not under the provisions of these Articles entitled to receive such notices from the Company Provided
      that the accidental omission to give notice to or the non-receipt of a notice by, any person entitled thereto
      shall not invalidate the proceedings at any general meeting. Any notice of a meeting called to consider
      special business shall be accompanied by a statement regarding the effect of any proposed resolution in
      respect of such special business. At least 14 days’ notice or 21 days’ notice in the case where any special
      resolution is proposed or where it is the annual general meeting, of every such meeting shall be given by
      advertisement in any daily press and in writing to each Stock Exchange upon which the Company is
      listed.

21.   Article 58(b)

      Article 58(b) of the Articles of Association is amended by replacing the word “prepare” with the word
      “issue” immediately after the words “Central Depository, to” in line two of the said Article to read as
      follows :-

      Article 58(b)

      The Company shall request the Central Depository in accordance with the Rules of Central Depository, to
      issue a Record of Depositors to whom notices of general meetings shall be given by the Company.

22.   Article 58(c)

      Article 58(c) of the Articles of Association is amended by deleting the said article in its entirety and
      substituting the following new Article 58(c) to read as follows :-

      Article 58(c)

      The Company shall request the Central Depository in accordance with the Rules of the Central
      Depository, to issue a Record of Depositors, as at a date not less than 3 market days before the general
      meeting (hereinafter referred to as “the General Meeting Record of Depositors”). The Record of
      Depositors shall be the final record of all depositors who shall be deemed to be the registered holders of
      ordinary shares of the Company eligible to be present and vote at such meetings.

                                                      - 15 -
23.   Article 78A

      Article 78A of the Articles of Association is amended by deleting the said article in its entirety and
      substituting the following new Article 78A to read as follows :-

      Article 78A

      A member may appoint more than two (2) proxies to attend the same meeting, in which event, the
      Member shall specify the proportion of his shareholdings to be represented by each proxy. Where a
      member of the Company is an authorised nominee as defined under Central Depositories Act, it may
      appoint at least one proxy in respect of each securities account it holds with ordinary shares of the
      Company standing to the credit of the said securities account.


24.   Article 82(g)

      Article 82(g) of the Articles of Association is amended by deleting the said article in its entirety and
      substituting the following new Article 82(g) to read as follows :-

      Article 82(g)

      If he is absent from more than 50% of the total board of directors’ meetings held during a financial year.


25.   Article 83 Directors’ fees

      Article 83 of the Articles of Association is amended by deleting the said article in its entirety and
      substituting the following new Article 83 to read as follows :-

      Article 83

      The fees of the Directors shall from time to time be determined by the Company in general meeting.
      Unless otherwise directed by the resolution by which it is voted, and such fees shall be divided among the
      Directors as they may agree, or; failing agreement, equally. Fees payable to Directors shall not be
      increased except pursuant to a resolution passed at a general meeting, where notice of proposed increase
      has been given in the notice convening the meeting. Fees payable to non-executive directors shall be by a
      fixed sum, and not by a commission on or percentage of profits or turnover. The Directors shall also be
      entitled to be repaid all travelling and hotel expenses properly incurred by them respectively in or about
      the performance of their duties as Directors, including their expenses of travelling to and from meetings
      of Directors or general meeting or which he may otherwise incur on or about the business of the
      Company. If by arrangement with the Directors, any Director shall perform or render any special duties
      or service outside his ordinary duties as a Director, in particular without limiting to the generality of the
      foregoing if any Director being willing shall be called upon to perform extra services or to make any
      special exertions in going or residing away from his usual place of business or residence for any of the
      purposes of the Company or in giving special attention to the business of the Company as a member of a
      committee of Directors, the Directors may pay him special remuneration, in addition to his Directors’
      fees, and such special remuneration may be by way of fixed sum, or otherwise as may be arranged.
      Provided that no non-executive Director and no executive Director shall be remunerated by a commission
      on or percentage of profits or turnover and that nothing shall prejudice the power of the Directors to
      appoint any of their number to be in the employment or agent of the Company at such remuneration upon
      such terms as they think fit provided that such remuneration shall not include a commission on or
      percentage of turnover. Salaries payable to executive directors may not include a commission on or
      percentage of turnover.




                                                      - 16 -
26.   Article 84 Managing Director

      Article 84 of the Articles of Association is amended by substituting the words “five years” with the
      words “three years” immediately after the words “term of” in line two of the said article to read as
      follows :-

      Article 84

      The Directors may from time to time appoint any one or more of their body to be Managing Director or
      Managing Directors for such period not exceeding a fixed term of three years with powers to the
      Directors to re-appoint thereafter, and upon such terms as they think fit, and may vest in such Managing
      Director or Managing Directors such of the powers hereby vested in the Directors generally as they may
      think fit and such powers may be made exercisable for such period or periods, and upon such conditions,
      and subject to such restrictions, and generally upon such terms as to remuneration and otherwise as they
      may determine; and may, from time to time revoke, withdraw, alter, or vary all or any of such powers and
      subject thereto, shall always be under the control of the Board of Directors. The remuneration of a
      Managing Director may be by way of salary or commission or participation in profits or by any or all of
      those modes but shall not include a commission on or percentage of turnover.

27.   Article 85(2) Managing Director

      Article 85(2) of the Articles of Association is amended by deleting the said article in its entirety.

28.   Article 101 Rotation and Retirement of Directors

      Article 101 of the Articles of Association is amended by deleting the said article in its entirety and
      substituting the following new Article 101 to read as follows :-

      Article 101

      Subject to these Articles, at each annual general meeting one-third of the Directors for the time being, or,
      if their number is not a multiple of three, the number nearest to one-third with a minimum of one, shall
      retire from office and an election of directors shall take place each year Provided Always that all directors
      including the Managing Director shall retire once in every three (3) years but shall be eligible for re-
      election. A director retiring at a meeting shall retain office until the close of the meeting whether
      adjourned or not.


29.   Article 134 Copies of Accounts

      Article 134 of the Articles of Association is amended by deleting the said article in its entirety and
      substituting the following new Article 134 to read as follows :-

      Article 134

      The interval between the close of a financial year of the Company and the issue of the annual audited
      accounts, the directors’ and auditors’ reports shall not exceed 4 months Provided that a copy of every
      balance sheets and profit and loss account which is to be laid before the Company in general meeting
      (including every document required by law to be annexed thereto) together with a copy of the Auditors’
      reporting relating thereto and of the Directors’ report shall not more than six months after the close of the
      financial year and not less than twenty one days before the date of the meeting be sent to every member
      of, and every holder of debentures of, the Company and to every other person who is entitled to receive
      notices from the Company under the provisions of the Act or of these Articles and the requisite number of
      copies of each such document as may be required by the Kuala Lumpur Stock Exchange upon which the
      Company’s shares may be listed shall at the same time be likewise sent to the Kuala Lumpur Stock
      Exchange on which the Company is listed Provided that this Article shall not require a copy of these
      documents to be sent to any person of whose address the Company is not aware, but any Member to
      whom a copy of these documents has not been sent shall be entitled to receive a copy free of charge on
      application to the Office.




                                                       - 17 -
30.   Article 143(3) Liquidator’s remuneration

      Article 143(3) of the Articles of Association is amended by replacing the word “ratified” with the word
      “approved” immediately after the words “shall have been” in line two of the said Article to read as
      follows :-

      Article 143(3)

      On the voluntary liquidation of the Company, no commission or fee shall be paid to a liquidator unless it
      shall have been approved by Members. The amount of such payment shall be notified to all Members at
      least seven (7) days prior to the meeting at which it is to be considered.


31.   Article 147 Compliance with Statute, Regulations and Rules

      A new Article 147 of the Articles of Association be inserted immediately after the existing Article 146 to
      read as follows :-

      Article 147

      The Company shall comply with the provisions of the relevant governing statutes, regulations and rules
      as may be amended, modified or varied from time to time, or any other directive or requirement imposed
      by the Stock Exchange, the Central Depository and other appropriate authorities to the extent required by
      law, notwithstanding any provisions in these Articles to the contrary.


32.   Arti cle 148 Effect of the Listing Requirements of the Kuala Lumpur Stock Exchange

      A new Article 148 (1) to (7) be inserted immediately after Article 147 to read as follows:-

      Article 148

      (1)   Notwithstanding anything contained in these Articles, if the Listing Requirements prohibit an act
            being done, the act shall not be done.
      (2)   Nothing contained in these Articles prevents an act being done that the Listing Requirements
            require to be done.
      (3)   If the Listing Requirements require an act to be done or not to be done, authority is given for that
            act to be done or not to be done (as the case may be).
      (4)   If the Listing Requirements require these Articles to contain a provision and they do not contain
            such a provision, these Articles are deemed to contain that provision.
      (5)   If the Listing Requirements require these Articles not to contain a provision and they contain such
            a provision, these Articles are deemed not to contain that provision.
      (6)   If any provision of these Articles is or becomes inconsistent with the Listing Requirements, these
            Articles are deemed not to contain that provision to the extent of the inconsistency.
      (7)   For the purpose of this Article, unless the context otherwise requires, “Listing Requirements”
            means the Listing Requirements of Kuala Lumpur Stock Exchange including any amendment to
            the Listing Requirements that may be made from time to time.




                                                     - 18 -
                                                                                               APPENDIX II


FURTHER INFORMATION


1.   RESPONSIBILITY STATEMENT

     This Circular has been seen and approved by the Directors of AIC who collectively and individually
     accept full responsibility for the accuracy of the information given and confirm that, after making all
     reasonable enquiries and to the best of their knowledge and belief, there are no other material facts the
     omission of which would make any statement herein misleading.


2.   MATERIAL LITIGATION

     AIC and its subsidiaries are not engaged in any material litigation, either as plaintiff or defendant, and
     the Directors of AIC are not aware of any proceedings pending or threatened against AIC or its
     subsidiaries or of any other facts likely to give rise to any proceedings which may materially or
     adversely affect the position or business or title to or possession of any of the properties of the
     Company or its subsidiaries.


3.   MATERIAL CONTRACTS

     Save as disclosed below, there are no material contracts (not being contracts entered into in the
     ordinary course of business) entered into by AIC and its subsidiaries during the two years preceding the
     date of this Circular:-


     (i)      Share Sale Agreement dated 10 May 1999 between Brimal and Encik Mohamad Nor Bin Abu
              Bakar for the disposal by Brimal of 715,105 ordinary shares of RM1.00 each representing
              70% equity interest in Brimal Stampress Engineering Sdn. Bhd. ("BSE") for a cash
              consideration of RM315,000;

     (ii)     Share Sale Agreement dated 10 May 1999 between Brimal and Encik Mohamad Zainorlizam
              Bin Kordi for the disposal by Brimal of 306,474 ordinary shares of RM1.00 each representing
              30% equity interest in BSE for a cash consideration of RM135,000;

     (iii)    Memorandum of Agreement dated 27 May 1999 between Autoliv AB, AIC, Autobelt Sdn Bhd
              (“AB”), Airbag Systems (M) Sdn. Bhd. ("ASM") and Insight Gem Sdn Bhd (“IGSB”) in
              relation to a dispute of a liability provision amounting to RM1.520 million in the accounts of
              ASM in respect of the Sale and Purchase Agreement for Shares dated 11 March 1999 between
              AIC and IGSB for the disposal of AIC’s entire 70% equity interest in AB;

     (iv)     Sale and Purchase Agreement dated 26 August 1999 between Sierra Way Sdn. Bhd. and AIC
              for the purchase by AIC of 1,800,000 ordinary shares of RM1.00 each and 4,200,000
              convertible redeemable preference shares of RM1.00 each in AICS for a total cash
              consideration of RM4,050,000;

     (v)      Joint Venture Agreement dated 16 September 1999 between AIC Properties Sdn. Bhd.
              ("AICP") and Prosper Place Sdn. Bhd. for the divestment by AICP of the right to develop four
              pieces of land for a cash consideration of RM24.0 million;

     (vi)     Sale and Purchase Agreement dated 5 October 1999 between Emerald Asia Sdn. Bhd. and
              AIC for the purchase by AIC of 224,916 ordinary shares of RM1.00 each and 196,039
              cumulative redeemable preference shares of RM1.00 each in AICT for a total cash
              consideration of RM2,185,306;

     (vii)    Deed of Termination dated 5 October 1999 between Emerald Asia Sdn. Bhd. and AICT to
              terminate the Management and Technical Agreement dated 20 August 1996;




                                                  - 19 -
(viii)    Deed of Termination dated 5 October 1999 between Emerald Asia Sdn. Bhd. and AIC to
          terminate the Shareholders Agreement dated 20 August 1996 in relation to their shareholding
          in AICT;

(ix)      Deed of Termination dated 5 October 1999 between Emerald Asia Sdn. Bhd. and AIC to
          terminate the Conditional Share Sale Agreement dated 20 August 1996 in relation to 41% of
          the paid up capital of AICT;

(x)       Deed of Discharge and Release dated 5 October 1999 between Emerald Asia Sdn. Bhd.,
          Khazanah, AIC and AICT to discharge and release Emerald Asia Sdn. Bhd. from the
          Shareholders Agreement dated 9 September 1998 in relation to their shareholdings in AICT;

(xi)      Share Sale Agreement dated 5 November 1999 between AIC and AIC Inspirasi Sdn. Bhd.
          ("AICI"), a wholly-owned subsidiary of AIC, for the disposal by AIC of 1,000,000 ordinary
          shares of RM1.00 each representing AIC's entire 100% equity interest in Autovisor Plastics
          Sdn. Bhd. to AICI for a cash consideration of approximately RM2,827,575;

(xii)     Share Sale Agreement dated 5 November 1999 between AIC and AICI for the disposal by
          AIC of 2,455,826 ordinary shares or RM1.00 each representing AIC's entire 100% equity
          interest in Custom Tooling Holdings Sdn. Bhd. ("CTH") to AICI for a cash consideration of
          approximately RM4,992,366;

(xiii)    Letter of Supplemental Agreement dated 30 November 1999 between AIC and AICI to vary
          the cash consideration as set out in the Share Sale Agreement dated 5 November 1999 for the
          sale of CTH shares from RM4,992,366 to RM4,428,551;

(xiv)     Share Sale Agreement dated 31 January 2000 between Red Stream Multimedia Sdn. Bhd.
          ("RSM") and Custom Precision Sdn. Bhd. ("CP"), a wholly-owned subsidiary of AIC, for the
          disposal by RSM of 700,000 ordinary shares of RM1.00 each in MTeX Corporation Sdn. Bhd.
          ("MTeX"), being 35% of the issued and paid-up share capital of MTeX, for a cash
          consideration of RM1,550,000;

(xv)      Deed of Joining dated 31 January 2000 between World Computer Technology Sdn. Bhd.
          ("WCT"), Virtual One Sdn. Bhd. ("VO"), RSM and CP to set out the terms and conditions of
          RSM's and CP's participation in MTeX by virtue of the Share Sale Agreement in (xiv) above
          and a Share Sale Agreement dated 20 December 1999 between VO and WCT, as vendors and
          RSM, as purchaser of 1,400,000 ordinary shares in MTeX and pursuant to a Joint Venture
          Agreement dated 15 September 1999 between VO and WCT for the purpose of establishing
          MTeX;

(xvi)     Call Option Agreement dated 31 January 2000 between Syed Azmin bin Mohd. Nursin @
          Syed Nor and Packeer Mohamed bin Abdul Rahman (collectively known as "the Grantors")
          and Integral CAD Technologies Sdn. Bhd. ("ICT") for the granting of a call option by the
          Grantors for a cash consideration of RM10.00 whereby ICT has the right to call on the
          Grantors to sell to ICT their entire equity interest in RSM for a cash consideration of
          RM1,550,000;

(xvii)    Deed Poll (New Warrants) dated 23 June 2000 executed by AIC constituting the Replacement
          Warrants to subscribe for the new ordinary shares in AIC;

(xviii)   Management Agreement dated 13 April 2000 between Nucleus Electronics Limited ("NEL")
          and AIC to set out the management services and management fees agreed pursuant to the
          provision of management services by AIC to NEL;

(xix)     Sale and Purchase of Shares Agreement dated 10 May 2000 between Tan Kean Lee, Goh
          Chea Sit and Boey Weng Seng (collectively known as "the Vendors") and AIC for the
          purchase by AIC of 2,513,281 ordinary shares of RM1.00 each in ECI Integrated Holdings
          Sdn. Bhd. ("ECI") representing 51% of the entire issued and paid-up capital of ECI, in
          proportion to the current shareholding of the Vendors, for a cash consideration of
          RM7,548,300;




                                            - 20 -
     (xx)      Novation Agreement dated 8 June 2000 between Tan Kean Lee, Goh Chea Sit, Boey Weng
               Seng ("the Vendors"), AIC and AICI for the novation from AIC to AICI of the Sale and
               Purchase Agreement dated 10 May 2000 between AIC and the Vendors in relation the
               acquisition of 2,513,281 ordinary shares of RM1.00 each in ECI;

     (xxi)     Share Sale Agreement dated 13 October 2000 between CTH, a wholly owned subsidiary of
               AIC and Custom Technology (S) Pte. Ltd. (“CTPL”) for the sale by CTH of 70,000 ordinary
               shares of S$1.00 each, equivalent to 28.57% of the present equity capital, in Custom Tooling
               & Engineering (S) Pte. Ltd. (“CTES”), a wholly owned subsidiary of CTH, to CTPL for a
               total cash consideration of RM1,733,333;

     (xxii)    Subscription Agreement dated 13 October 2000 between CTES and CTPL in relation to the
               subscription by CTPL of 105,000 new ordinary shares of S$1.00 each in CTES for a total cash
               consideration of S$1,181,818, thus reducing the equity interest of CTH in the enlarged paid-up
               share capital of CTES to 50% after the completion of the Share Sale Agreement in (xxi)
               above;

     (xxiii)   Shareholders Agreement dated 13 October 2000 between CTH and CTPL to give effect to
               their intentions and respective rights as shareholders in CTES and to regulate the company’s
               affairs;

     (xxiv)    Subscription and Shareholders Agreement dated 3 November 2000 between NEL and Frankie
               Yih, Jackson Cheng, Billy Hu, Xiao-quan Yong, Jing-yuan Tian, Frank W. Wong and Cai-
               ying Yie, the existing shareholders of Neolec International Inc. ("Neolec") for the subscription
               by NEL of 4,995,919 new ordinary shares of NT$10.00 per share in Neolec, representing 51%
               of the enlarged issued and paid-up capital of Neolec for a total cash subscription based on the
               NTA of Neolec as at 30 September 2000 and after adjusting for NT$30 million cash injection
               by the existing shareholders in October 2000;

     (xxv)     Joint Venture Agreement dated 16 February 2001 between AIC and Klettern. Pte Ltd. to
               jointly participate in the equity of a private limited company (“JV Co”) based on the
               shareholding of 51% and 49% respectively in the JV Co, for the establishment of the business
               of system integration for smart card solutions, including manufacturing of smart card modules
               for customers throughout Asia; and

     (xxvi)    Memorandum of Agreement dated 16 February 2001 between AIC and Universiti Telekom
               Sdn Bhd via Multimedia University (“MMU”) for the establishment of a collaboration and
               strategic partnership in the creation of an AIC Professorship Chair of Microelectronics at the
               Faculty of Engineering in MMU for the purpose of facilitating the advancement of the
               microelectronics industry, whereby AIC Group shall contribute a sum of RM400,000 per
               annum for a period of 5 years.


4.   SERVICE CONTRACTS

     None of the Directors of AIC has any service contract or management agreement, existing or proposed,
     with the Company or any of its subsidiaries.

5.   DOCUMENTS FOR INSPECTION

     Copies of the following documents are available for inspection at the registered office of AIC at Wisma
     AIC, Lot 3, Persiaran Kemajuan, Seksyen 16, 40200 Shah Alam, Selangor Darul Ehsan during normal
     business hours on any working day from the date of this Circular up to and including the date of the
     AGM:-

     (a)       Memorandum and Articles of Association of AIC;

     (b)       Audited accounts of AIC for the past three financial years ended 31 December 1998, 1999 and
               2000; and

     (c)       The material contracts referred to in Paragraph 3 of this Appendix.


                                                   - 21 -
The Notice of the Eleventh Annual General Meeting, which contains resolutions
pertaining to the Proposed Amendments and Proposed Purchase of Own Shares, and a
Form of Proxy are enclosed in the Company’s Annual Report 2000 which has been sent
together with this Circular.




                                     - 22 -

				
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