Contents :

NOTICE OF THIRTY-THIRD ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the Thirty-Third Annual General Meeting of the shareholders of the Company will be held at the Bunga Kenanga Room, Level 3, The Pan Pacific Hotel Kuala Lumpur, Jalan Putra, 50350 Kuala Lumpur on Friday, 20 September, 2002 at 10.30 a.m. for the purpose of considering and, if thought fit, passing the following ordinary resolutions :-

          AGENDA
1. To receive and adopt the Audited Financial Statements of Ordinary   the Group and the Company for the financial year ended Resolution 1
31 March, 2002 and the reports of the Directors and Auditors thereon.

2. To approve the payment of Directors' fees in respect of the Ordinary   financial year ended 31 March, 2002. Resolution 2

3. (i) To re-elect the following Directors retiring in accordance
with Article 83 of the Company's Articles of Association :

  (a) Mr Lim Jian Hoo Ordinary

Resolution 3(a)  

(ii) To re-elect the following Directors retiring in accordance
with Article 90 of the Company’s Articles of Association :

(c) Mr Lee Yu-Jin Ordinary
Resolution 3(c)

(d) Cik Yazween Binti Dato’ Yahya Ordinary
Resolution 3(d)

4. To re-appoint Messrs PricewaterhouseCoopers as Auditors Ordinary   of the Company and to authorise the Directors to fix their Resolution 4
remuneration.

5. To transact any other ordinary business of the Company for Ordinary   which due notice has been given. Resolution 5
By Order of the Board

Lim Lai Sam
Secretary

Kuala Lumpur
29 August, 2002

Notes:

1. A proxy may but need not be a member of the Company and the provisions of Section 149(1)(b) of the Companies Act, 1965, shall not apply to the Company. Where a member appoints more than one (1) proxy (but not more than two), the appointment shall be invalid unless he specifies the proportion of his holdings to be represented by each proxy.

2. The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney duly authorised in writing or, if the appointor is a corporation, either under its common seal or under the hand of an officer or attorney duly authorised.

3. The Proxy Form shall be deposited with the Company=s Share Registrars, Messrs PFA Registration Services Sdn Bhd, Level 13, Uptown 1, No. 1, Jalan SS21/58, Damansara Uptown, 47400 Petaling Jaya, Selangor Darul Ehsan, not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.



NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT an Extraordinary General Meeting of Malaysia Aica Berhad (“MAICA” or the “Company”) will be held immediately upon the conclusion of the Thirty-Third Annual General Meeting of the Company which has been scheduled to be held at the Bunga Kenanga Room, Level 3, The Pan Pacific Hotel Kuala Lumpur, Jalan Putra, 50350 Kuala Lumpur on Friday, 20 September, 2002 at 10.30 a.m. or any adjournment thereof for the purpose of considering and, if thought fit, passing the following resolution:

ORDINARY RESOLUTION - PROPOSED BONUS ISSUE OF 21,726,912 NEW ORDINARY SHARES OF RM0.50 EACH IN MAICA (“BONUS SHARES”) TO BE CREDITED AS FULLY PAID-UP ON THE BASIS OF ONE (1) BONUS SHARE FOR EVERY FIVE (5) ORDINARY SHARES OF RM0.50 EACH IN MAICA (“MAICA SHARES”) HELD

“THAT, subject to the approval of the Kuala Lumpur Stock Exchange (“KLSE”) for the listing of and quotation for 21,726,912 Bonus Shares to be issued hereunder and the approval of such other relevant authorities as may be required, approval be and is hereby given for the Company to capitalise a sum of up to RM10,863,456 from its retained earnings account, which stood at RM17.1 million as per the audited accounts for the financial year ended 31 March, 2002 AND THAT the Directors be and are hereby authorised to apply the said sum in paying up in full at par for 21,726,912 Bonus Shares which shall rank pari passu in all respects with the existing MAICA Shares save and except that they shall not be entitled to any dividends, rights, allotments and/or other distributions, the entitlement date (namely the date as at the close of business on which the shareholders must be registered in order to be entitled to any dividends, rights, allotments and/or other distributions) of which is prior to the date of allotment of the Bonus Shares, and to issue and allot such shares so paid-up to the shareholders of the Company whose names appear in the Record of Depositors at the close of business on a date to be determined by the Directors, in the proportion of one (1) Bonus Share for every five (5) MAICA Shares then held, fractional entitlements of which shall be dealt with by the Board of Directors in such manner as the Directors in their absolute discretion think fit and expedient and in the interest of the Company, AND THAT the Bonus Shares so allotted shall be treated for all purposes as an increase of the capital held by such shareholder and not as income AND THAT the Directors of the Company be and are hereby authorised to assent to any conditions, modifications, variations and/or amendments that may be required by the relevant authorities and to take all steps and do all acts and things in any manner as the Directors may deem fit or expedient to give full effect to the said bonus issue.”


BY ORDER OF THE BOARD


Lim Lai Sam
Secretary

Kuala Lumpur
29 August, 2002


Notes:

1. A proxy may but need not be a member of the Company and the provisions of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company. Where a member appoints more than one (1) proxy (but not more than two), the appointment shall be invalid unless he specifies the proportion of his holdings to be represented by each proxy.

2. The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney duly authorised in writing or, if the appointor is a corporation, either under its common seal or under the hand of an officer or attorney duly authorised.

3. The Proxy Form shall be deposited with the Company’s Share Registrars, Messrs PFA Registration Services Sdn Bhd, 1evel 13, Uptown 1, No. 1, Jalan SS21/58, Damansara Uptown, 47400 Petaling Jaya, Selangor Darul Ehsan, not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.