News

Notice Of Annual General Meeting

NOTICE IS HEREBY GIVEN that the annual general meeting of the Company will be held at 19 Pandan Road, Singapore 609271 on Thursday, 20 November 2003 at 10.00 a.m. for the following purposes:-

Ordinary Business

1 To receive and adopt the financial statements for the year ended 30 June 2003 and the reports of the directors and auditors thereon.

2 To declare a first and final tax-exempt dividend of 1.4 cents per share for the year ended 30 June 2003.

3 To approve directors' fees of $48,000.00 for the year ended 30 June 2003 (2002: Nil).

4(a) To re-elect Mr Ang Ah Nui who retire pursuant to Article 91 of the Company's Articles of Association and who, being eligible, offer himself for re-election.

4(b) To re-elect Mr Andre Yeap Poh Leong who cease to hold office pursuant to Article 97 of the Company's Articles of Association and who, being eligible, offer himself for re-election.

Note : Mr Andre Yeap Poh Leong is an independent non-executive director. If re-elected, he will remain a member of the audit and remuneration committees and a member and the chairman of the nominating committee.

4(c) To re-elect Mr David Hwang Soo Chin who cease to hold office pursuant to Article 97 of the Company's Articles of Association and who, being eligible, offer himself for re-election.

Note : Mr David Hwang Soo Chin is an independent non-executive director. If re-elected, he will remain a member and the chairman of the audit committee and a member of the nominating and remuneration committees.

4(d) To re-elect Mr Damian Hong Chin Fock who cease to hold office pursuant to Article 97 of the Company's Articles of Association and who, being eligible, offer himself for re-election.

Note : Mr Damian Hong Chin Fock is an independent non-executive director. If re-elected, he will remain a member of the audit and nominating committees and a member and the chairman of the remuneration committee.

5 To re-appoint KPMG as auditors of the Company and to authorise the directors to fix their remuneration.


Special Business

6 To consider and, if thought fit, to pass with or without any modifications, the following resolutions as ordinary resolutions:-

(a) "That pursuant to Section 161 of the Companies Act, Cap. 50 and Rule 806(2) of the Listing Manual of the Singapore Exchange Securities Trading Limited, authority be and is hereby given to the directors of the Company to:-

(i) allot and issue shares in the Company; and


(ii) issue convertible securities and any shares in the Company arising from the conversion of such convertible securities,

(whether by way of rights, bonus or otherwise) at any time to such persons and upon such terms and conditions and for such purposes as the directors may in their absolute discretion deem fit, provided that the aggregate number of shares and convertible securities to be issued pursuant to such authority shall not exceed 50% of the issued share capital of the Company, of which the aggregate number of shares and convertible securities to be issued other than on a pro rata basis to shareholders of the Company shall not exceed 20% of the issued share capital of the Company, and for the purposes of this resolution and Rule 806(3) of the Listing Manual, the percentage of issued share capital shall be based on the issued share capital of the Company at the time this resolution is passed (after adjusting for new shares arising from the conversion of convertible securities or employee share options on issue at the time this resolution is passed and any subsequent consolidation or subdivision of the Company's shares), and unless revoked or varied by the Company in general meeting, such authority shall continue in force until the conclusion of the next annual general meeting of the Company or the date by which the next annual general meeting of the Company is required by law to be held, whichever is the earlier." [See Explanatory Note (i)]


(b) "That approval be and is hereby given to the directors of the Company to offer and grant options in accordance with the rules of the ASL Employee Share Option Scheme (the "Scheme") and to allot and issue from time to time such number of shares in the capital of the Company as may be required to be issued pursuant to the exercise of the options granted under the Scheme provided that the aggregate number of shares in respect of which such options may be granted and which may be issued pursuant to the Scheme shall not exceed 15% of the issued share capital of the Company on the date immediately preceding the date of the relevant grant ." [See Explanatory Note (ii)]

7 To transact such other business as can be transacted at an annual general meeting of the Company.


By Order of the Board



Tan Thiam Hee
Company Secretary

Singapore
3 November 2003


Notes

A member entitled to attend and vote at the annual general meeting may appoint not more than two proxies to attend and vote on his behalf. Where a member appoints more than one proxy, he shall specify the proportion of his shareholding to be represented by each proxy. A proxy need not be a member of the Company. The instrument appointing a proxy or proxies must be deposited at the registered office of the Company at 19 Pandan Road, Singapore 609271 not less than 48 hours before the time appointed for the meeting.


Explanatory Notes

(i) The ordinary resolution proposed in item 6(a) above, if passed, will authorise the directors from the date of the above meeting until the date of the next annual general meeting, to allot and issue shares and convertible securities in the Company. The aggregate number of shares and convertible securities which the directors may allot and issue under this resolution shall not exceed 50% of the issued share capital of the Company (as defined in resolution 6(a)) at the time this resolution is passed. For issues of shares and convertible securities other than on a pro rata basis to all shareholders, the aggregate number of shares and convertible securities to be issued shall not exceed 20% of the issued share capital of the Company (as defined in resolution 6(a)) at the time this resolution is passed.

(ii) The ordinary resolution proposed in item 6(b) above, if passed, will authorise the directors to offer and grant options in accordance with the rules of the Scheme and to allot and issue such shares as may be issued pursuant to the exercise of options under the Scheme provided that the aggregate number of shares in respect of which such options may be granted and which may be issued pursuant to the Scheme shall not exceed 15% of the issued share capital of the Company on the date immediately preceding the date of the relevant grant.

NOTICE OF BOOKS CLOSURE AND DIVIDEND PAYMENT DATES

NOTICE IS HEREBY GIVEN that the transfer book and register of members of the Company will be closed on 29 November 2003 for the purpose of determining members' entitlements to the first and final tax-exempt dividend.

Duly completed transfers received by the Company's Registrar, M & C Services Private Limited at 138 Robinson Road #17-00, The Corporate Office, Singapore 068906 up to 5.00 p.m. on 28 November 2003 will be registered before entitlements to the dividend are determined.

Members whose securities accounts with The Central Depository (Pte) Limited are credited with shares at 5.00 p.m. on 28 November 2003 will be entitled to the dividend.

The dividend, if approved by members at the Company's annual general meeting to be held on 20 November 2003, will be paid on 18 December 2003.