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. Bursa Malaysia Securities Berhad has not perused this Circular prior to its issuance and 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. (Incorporated in Malaysia) CIRCULAR TO SHAREHOLDERS IN RELATION TO THE PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION OF THE COMPANY The Notice of the Seventeenth Annual General Meeting of TA Enterprise Berhad to consider the special business in relation to the proposed amendment to the Articles of Association of the Company to be held at the Auditorium, 10th Floor, Menara TA One, 22 Jalan P. Ramlee, 50250 Kuala Lumpur on Wednesday, 27 June 2007 at 10.00 a.m. is set out in the Company s Annual Report. A member entitled to attend and vote at the meeting is entitled to appoint a proxy / proxies to attend and vote on his behalf. The Form of Proxy should be deposited at the Company s Registered Office at 34th Floor, Menara TA One, 22 Jalan P. Ramlee, 50250 Kuala Lumpur not less than forty-eight (48) hours before the time set for holding the meeting. The lodging of the Form of Proxy will not preclude you from attending and voting in person at the meeting if you subsequently wish to do so. The last date and time for lodging the Form of Proxy is on 25 June 2007 at 10.00 a.m This Circular is dated 5 June 2007
DEFINITIONS Unless otherwise indicated, the following definitions shall apply throughout this Circular:- Act : The Companies Act, 1965 of Malaysia, as amended from time to time and any re-enactment thereof AGM : Seventeenth Annual General Meeting of TAE Articles : The Articles of Association of TAE Board : Board of Directors of TAE Bursa Securities : Bursa Malaysia Securities Berhad Proposed Amendment : Proposed amendment to the existing Articles of Association of TAE TAE or the Company : TA Enterprise Berhad (194867-M) TAE Group or the Group : TAE and its subsidiaries, collectively Listing Requirements : Listing Requirements of Bursa Securities Shareholders : Shareholders of TAE
TABLE OF CONTENTS LETTER TO THE SHAREHOLDERS OF TAE CONTAINING: 1. INTRODUCTION 1 PAGE 2. PROPOSED AMENDMENT DETAILS OF THE PROPOSED AMENDMENT 1 RATIONALE FOR THE PROPOSED AMENDMENT 1 3. FINANCIAL EFFECTS OF THE PROPOSED AMENDMENT 2 4. APPROVAL REQUIRED 2 5. DIRECTORS AND SUBSTANTIAL SHAREHOLDERS INTERESTS 2 6. DIRECTORS RECOMMENDATION 2 7. AGM 2 8. APPENDICES APPENDIX I FURTHER INFORMATION 3 APPENDIX II PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION OF TAE 5 APPENDIX III EXTRACT OF NOTICE OF SEVENTEENTH ANNUAL GENERAL MEETING 8
(Incorporated in Malaysia) Registered Office: - 34th Floor, Menara TA One 22, Jalan P. Ramlee 50250 Kuala Lumpur 5 June 2007 Directors: - Y. Bhg. Datin Tan Kuay Fong (Executive Chairman) Y. Bhg. Dato Mohamed Bin Abid (Executive Director) Zainab Binti Ahmad (Executive Director) Peter U Chin Wei (Non-Executive Independent Director) Jory Leong Kam Weng (Non-Executive Independent Director) Christopher Koh Swee Kiat (Non-Executive Independent Director) To the Shareholders of TA Enterprise Berhad, Dear Sir / Madam, PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION OF THE COMPANY ( PROPOSED AMENDMENT ) 1. INTRODUCTION On 17 May 2007, the Company had announced that the Company proposed to amend its Articles of Association. The Directors seek to obtain the Shareholders approval for the Proposed Amendment in the forthcoming AGM of the Company to be held on 27 June 2007 at 10.00 a.m. Bursa Securities has not perused this Circular prior to its issuance as the Proposed Amendment fall under the category of Exempt Circulars. The purpose of this Circular is to provide the Shareholders with relevant information on the Proposed Amendment and to seek your approval for the resolution pertaining to the Proposed Amendment to be tabled at the forthcoming AGM to give effect to the Proposed Amendment. The notice of the AGM together with the Proxy Form are included in the Annual Report 2007 sent together with this Circular. SHAREHOLDERS OF TAE ARE ADVISED TO READ THE CONTENTS AND THE APPENDICES OF THIS CIRCULAR, AND TO CONSIDER CAREFULLY THE DIRECTORS RECOMMENDATION BEFORE VOTING THE RESOLUTION TO GIVE EFFECT TO THE PROPOSAL. 2. PROPOSED AMENDMENT 2.1. Details of the Proposed Amendment The details of the Proposed Amendment are set out in Appendix I of this Circular. 2.2. Rationale for the Proposed Amendment The Proposed Amendment is made to align the Company s Articles of Association under Chapter 7 of the Listing Requirements and to facilitate some administrative issues. TA ENTERPRISE BERHAD 1
3. FINANCIAL EFFECTS OF THE PROPOSED AMENDMENT The Proposed Amendment will not have any financial effect on the share capital, net assets, gearing, Substantial Shareholders shareholdings, earnings and dividends of TAE Group, where applicable. 4. APPROVAL REQUIRED The Proposed Amendment is subject to the approval from the Shareholders of the Company at the forthcoming AGM. 5. DIRECTORS AND SUBSTANTIAL SHAREHOLDERS INTERESTS None of the Directors and/or Substantial Shareholders or persons connected to them has any interest, direct or indirect, in the Proposed Amendment. 6. DIRECTORS RECOMMENDATION The Board, having taken into consideration the rationale of the Proposed Amendment, is of the opinion that the Proposed Amendment is in the best interest of the Company and its Shareholders. Accordingly, the Board recommends that you vote in favour of the resolution on the Proposed Amendment to be tabled at the forthcoming AGM. 7. AGM The Notice of AGM, which contains the special resolution to give effect to the Proposed Amendment, is included in the Annual Report 2007 sent together with this Circular. If you are unable to attend and vote in person at the AGM, you are requested to complete, sign and return the Form of Proxy enclosed in the Annual Report 2007 sent together with this Circular in accordance with the instructions contained therein as soon as possible and in any event so as to arrive at the registered office of the Company not less than forty-eight (48) hours before the time set for the AGM. The completion and return of the Proxy Form does not preclude you from attending and voting in person at the AGM should you subsequently wish to do so. 8. FURTHER INFORMATION The shareholders are requested to refer to the Appendices I, II and III for further information. Yours faithfully, for and on behalf of the Board of Directors of TA ENTERPRISE BERHAD DATIN TAN KUAY FONG Executive Chairman TA ENTERPRISE BERHAD 2
APPENDIX I FURTHER INFORMATION 1. DIRECTORS RESPONSIBILITY STATEMENT The Board of TAE has seen and approved the contents of this Circular and they collectively and individually accept full responsibility for the accuracy of the information given herein and confirm that, after making all reasonable enquiries and to the best of their knowledge and belief, there are no other facts, the omission of which would make any information or statement herein misleading. 2. MATERIAL CONTRACTS There are no material contracts (not being contracts entered into in the ordinary course of business) that have been entered into by the Company and its subsidiaries during the two (2) years preceding the date of this Circular save for the following: (i) On 6 May 2005, the Company entered into a Subordinated Loan Agreement with its 70%-owned subsidiary, TA Futures Sdn Bhd ( TA Futures ) and Bursa Malaysia Derivatives Berhad ( Bursa Malaysia Derivatives ) in respect of a subordinated loan of up to RM13.0 million to TA Futures. The subordinated loan is granted for a period of three (3) years from the date of utilisation of the facility and bears an interest of 7.0% per annum. The loan is repayable by TA Futures on the maturity date of the loan provided prior written approval of Bursa Malaysia Derivatives has been obtained and Bursa Malaysia Derivatives is satisfied that TA Futures is capable of continuing to comply with its minimum financial requirements. (ii) On 18 November 2005, TA Properties Sdn Bhd ( TAP ) and Beringin Terrace Sdn Bhd (formerly known as Andaman Landscape Sdn Bhd) ( BT ) agreed to renew the Joint Venture Agreement ( JVA ), which is entered into by TAP with BT on 7 April 2004 ( Principal Agreement ), to develop a piece of freehold vacant land held under No. H.S. (D) 32163, PT 938 in the Mukim of Kuala Lumpur, Wilayah Persekutuan measuring approximately 12,872.689 square metres, where TAP is the registered land owner and proposed to enter into a Supplemental Agreement with BT. This is because pursuant to Clause 4.1 of the Principal Agreement, BT must obtain all approvals in respect of the development within twelve (12) months from the date of the Principal Agreement, failing which the Principal Agreement is deemed automatically lapsed. On the lapse of twelve (12) months from 7 April 2004, BT has yet to obtain all necessary approvals. Therefore, the Principal Agreement is deemed to have lapsed on 7 April 2005. At the time of the JVA, one of the Directors of BT, Hafez bin Mohamed holds a controlling interest exceeding 15% of the voting shares in BT. Hafez bin Mohamed is deemed as a connected person to a Director, by virtue of Section 122A of the Act as he is a family member of Dato Mohamed bin Abid who is an Executive Director and shareholder of the Company. Dato Mohamed bin Abid had abstained and will continue to abstain from all deliberation and decision relating to this transaction. TA ENTERPRISE BERHAD 3
3. MATERIAL LITIGATION Save as disclosed below, neither TAE nor its subsidiaries are engaged in any material litigation, claims or arbitration, which has a material effect on the financial position of TAE and its subsidiaries and the Directors are not aware of any proceedings, pending or threatened against TAE or its subsidiaries or of any facts likely to give rise to any proceedings which might materially or adversely affect the financial position or business of the TAE Group: (i) Claim by Tetap Meriah Sdn Bhd ( Plaintiff ) against Esprit Realty Sdn Bhd, Kelanamas Industries Berhad and TA First Credit Sdn Bhd ( Defendant(s) ) vide originating summons no. 24-2352-98 dated 2 December 1998 at the Johor Bahru High Court for certain declarations and orders to be made, inter alia, that the Sale & Purchase Agreement ( SPA ) in respect of the parties be terminated for reason of total failure of consideration by the first and second Defendants and that the Plaintiff is no longer bound under the terms of the SPA and for all subsequent assignments executed pertaining to the SPA are void, for caveats entered by the third Defendant to be removed. The Plaintiff s application to amend the statement of claim has been allowed by the Court on 23 January 2007. The Defendant filed an appeal to the Judge in Chambers on 8 February 2007. The solicitors of the Company are of the opinion there is a reasonable chance of success in defending this claim. 4. DOCUMENTS AVAILABLE FOR INSPECTION Copies of the following documents are available for inspection at the registered office of the Company following the date of this Circular from Mondays to Fridays (except Public Holidays) during business hours up to and including the date of the AGM:- i) the Memorandum and Articles of Association of TAE; ii) iii) iv) the audited accounts of TAE for the past three (3) financial years ended 31 January 2005, 31 January 2006 and 31 January 2007; the material contracts referred to in Section (2) above; and the relevant cause papers in respect of the matters disclosed under material litigation, claims and arbitration referred to in Section (3) above. TA ENTERPRISE BERHAD 4
APPENDIX II PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION OF TAE The Proposed Amendment to the Articles of Association involved the following:- ARTICLES EXISTING PROVISIONS AMENDED PROVISIONS Article 2(e) Article 2(t) Article 2(u) Article 2(v) Article 2(x) Article 2(zz) Article 2(aa) Article 2(bb) Article 2(cc) Article 2(dd) and re-number as Article 2(aa) Article 2(ee) and re-number as Article 2(bb) Article 5(a) Article 5(d) The Exchange means The Kuala Lumpur Stock Exchange. The Central Depository means the Malaysian Central Depository Sdn Bhd. The Rules means the Rules of the Central Depository. Record of Depositors means a record provided by the Central Depository to the Company under the Rules. securities account means an account established by the Central Depository for a depositor for the recording of deposit or withdrawal of securities and dealings in such securities by the depositor. member means unless otherwise expressed to the contrary, includes a depositor who shall be treated as if he were a member pursuant to section 35 of the Securities Industry (Central Depository) Act but excludes the Central Depository in its capacity as a bare trustee member. Approved Market Place means a stock exchange which is specified to be an approved market place in the Securities Industry (Central Depositories) (Exemption) (No 2) Order 1998 as amended from time to time and any re-enactment thereof. Foreign Register means the register of holders maintained by the registrar of the Company in the jurisdiction of the Approved Market Place. Malaysian Register means the register of holders maintained by the registrar of the Company in Malaysia. General Meeting Record of Depositors means Record of Depositors provided by the Central Depository under the Rules, at the request of the Company and as at a date not less than 3 market days before the general meeting. Listing Requirements means the Listing Requirements of the Kuala Lumpur Stock Exchange including any amendment thereto that may be made from time to time. the total nominal value of preference shares issued shall not exceed the total nominal value of the issued ordinary shares at any time; the holder of preference shares must be entitled to a return of capital in preference to holders of ordinary shares when the Company is wound up. The Exchange means Bursa Malaysia Securities Berhad. The Bursa Depository means the Bursa Malaysia Depository Sdn Bhd. The Rules means the Rules of the Bursa Depository. Record of Depositors means a record provided by the Bursa Depository to the Company under the Rules. securities account means an account established by the Bursa Depository for a depositor for the recording of deposit or withdrawal of securities and dealings in such securities by the depositor. member means unless otherwise expressed to the contrary, includes a depositor who shall be treated as if he were a member pursuant to section 35 of the Central Depositories Act but excludes the Bursa Depository in its capacity as a bare trustee member. General Meeting Record of Depositors means Record of Depositors provided by the Bursa Depository under the Rules, at the request of the Company and as at the latest date which is reasonably practicable which shall in any event not less than 3 Market days before the general meeting. Listing Requirements means Listing Requirements of the Bursa Malaysia Securities Berhad including any amendment thereto that may be made from time to time. To re-number existing Article 5(b) as Article 5(a) To re-number existing Article 5(c) as Article 5(b) TA ENTERPRISE BERHAD 5
ARTICLES EXISTING PROVISIONS AMENDED PROVISIONS Article 43A The transfer of any listed security or class of listed security of the Company, shall be by way of book entry by the Central Depository in accordance with the Rules and, notwithstanding sections 103 and 104 of the Act, but subject to subsection 107C(2) of the Act and any exemption that may be made from compliance with subsection 107(C)(1) of the Act, the Company shall be precluded from registering and effecting any transfer of the listed securities. The transfer of any listed security or class of listed security of the Company, shall be by way of book entry by the Bursa Depository in accordance with the Rules and, notwithstanding sections 103 and 104 of the Act, but subject to subsection 107(C)(2) of the Act and any exemption that may be made from compliance with subsection 107(C)(1) of the Act, the Company shall be precluded from registering and effecting any transfer of the listed securities. Article 47 The registration of transfers may be suspended at such time and for such period as the directors may from time to time determine, provided always that such registration shall not be suspended for more than thirty (30) days in a year. At least eighteen (18) Market days notice of such closure shall be given to the Exchange stating the period and the purpose or purposes of such closure. At least three (3) market days prior notice shall be given to the Central Depository to prepare the appropriate Record of Depositors PROVIDED THAT where the Record of Depositors is required in respect of corporate actions at least seven (7) market days prior notice shall be given to the Central Depository. The registration of transfers may be suspended at such time and for such period as the directors may from time to time determine, provided always that such registration shall not be suspended for more than thirty (30) days in a year. At least ten (10) Market days notice of books closing date shall be given to the Exchange stating the period and the purpose or purposes of the books closing date. At least three (3) Market days prior notice shall be given to the Bursa Depository to prepare the appropriate Record of Depositors PROVIDED THAT where the Record of Depositors is required in respect of corporate actions at least seven (7) Market days prior notice shall be given to the Bursa Depository. Article 51A Where the securities of the Company are listed on an Approved Market Place, and is exempted from compliance with Section 14 of the Securities Industry (Central Depositories) Act 1991 or Section 29 of the Securities Industries (Central Depositories) (Amendment) Act 1998, as the case may be under the Rules in respect of such securities, the Company shall, upon the request of securities holder(s), permit transmission of securities held by such securities holder(s) from the Foreign Register to the Malaysian Register provided that there shall be no change in ownership of such securities. However, the Company shall not allow any transmission of securities from the Malaysian Register into the Foreign Register. Where the securities of the Company are listed on another stock exchange, and is exempted from compliance with Section 14 of the Securities Industry (Central Depositories) Act 1991 or Section 29 of the Securities Industries (Central Depositories) (Amendment) Act 1998, as the case may be under the Rules in respect of such securities, the Company shall, upon the request of securities holder(s), permit transmission of securities held by such securities holder(s) from the register of holders maintained by the registrar of the Company in the jurisdiction of the other stock exchange to the register of holders maintained by the registrar of the Company in Malaysia and vice versa provided that there shall be no change in ownership of such securities. Article 52 Any person becoming entitled to shares in consequence of the death or bankruptcy of any member may upon such evidence of title being produced as may from time to time be required by the directors (but subject to the provisions hereinafter contained) elect either to be registered himself as a member in respect of such shares or to have some person nominated by him registered as transferee thereof PROVIDED THAT if the person so becoming entitled elects to be registered himself, he shall serve a notice in writing signed by him or the Central Depository stating that he so elects but the directors 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 share by that member before his death or bankruptcy. Before recognising any executor or administrator, the directors may require him to take out probate or letters of administration as evidence PROVIDED ALWAYS THAT where the share is a deposited security, subject to the Rules, a transfer or withdrawal of the share may be carried out by the person becoming so entitled. Any person becoming entitled to shares in consequence of the death or bankruptcy of any member may upon such evidence of title being produced as may from time to time be required by the directors (but subject to the provisions hereinafter contained) elect either to be registered himself as a member in respect of such shares or to have some person nominated by him registered as transferee thereof PROVIDED THAT if the person so becoming entitled elects to be registered himself, he shall serve a notice in writing signed by him or the Bursa Depository stating that he so elects but the directors 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 share by that member before his death or bankruptcy. Before recognising any executor or administrator, the directors may require him to take out probate or letters of administration as evidence PROVIDED ALWAYS THAT where the share is a deposited security, subject to the Rules, a transfer or withdrawal of the share may be carried out by the person becoming so entitled. TA ENTERPRISE BERHAD 6
ARTICLES EXISTING PROVISIONS AMENDED PROVISIONS Article 67(1) Article 67(2) Article 67(3) Article 89(2) Article 100(2) Article 112(a) The notices convening meetings shall specify the place, day and hour of the meeting, and shall be given to all shareholders at least 14 days before the meeting or at least 21 days before the meeting where any special resolution is to be proposed or where it is an annual 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 the daily press and in writing to each stock exchange upon which the Company is listed. The Company shall request the Central Depository in accordance with the Rules, to issue a Record of Depositors to whom notices of general meetings shall be given by the Company. The Company shall also request the Central Depository in accordance with the Rules, to issue the Record of Depositors, as at a date not less than 3 market days before the general meeting. Subject to any special rights or restrictions as to voting attached to any class or classes of shares by or in accordance with these Articles, on a show of hands every person present who is a member or a member s representative or proxy or attorney shall have one vote and in the case of a poll every member present in person or by proxy or by attorney or other duly authorised representative shall have one vote for every share held by him. A person entitled to more than one vote need not use all his votes or cast all the votes he uses on a poll in the same way. Until otherwise determined by the Company in general meeting the number of directors shall not be less than two (2) nor more than twelve (12) but in the event of any casual vacancy occurring and reducing the number of directors below the aforesaid minimum the continuing directors or director may act for the purpose of filling up such vacancy or vacancies or of summoning a general meeting of the Company. No one other than a natural person shall be a director of the Company. Upon his attainment of the age of seventy (70) years; The notices convening meetings shall specify the place, day and hour of the meeting, and shall be given to all shareholders at least 14 days before the meeting or at least 21 days before the meeting where any special resolution is to be proposed or where it is an annual 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 at least 1 nationally circulated Bahasa Malaysia or English daily newspaper and in writing to each stock exchange upon which the Company is listed. The Company shall request the Bursa Depository in accordance with the Rules, to issue a Record of Depositors to whom notices of general meetings shall be given by the Company. The Company shall also request the Bursa Depository in accordance with the Rules, to issue the Record of Depositors, as at the latest date which is reasonably practicable which shall in any event be not less than 3 Market days before the general meeting. Subject to any special rights or restrictions as to voting attached to any class or classes of shares by or in accordance with these Articles, on a show of hands every person present and entitled to vote and who is a member, which shall include a holder of ordinary shares or preference shares (as the case may permit), or a member s representative or proxy or attorney shall have one vote and in the case of a poll every member present in person or by proxy or by attorney or other duly authorised representative shall have one vote for every share held by him. A person entitled to more than one vote need not use all his votes or cast all the votes he uses on a poll in the same way. Until otherwise determined by the Company in general meeting the number of directors shall not be less than two (2) nor more than twelve (12) but in the event of any casual vacancy occurring and reducing the number of directors below the aforesaid minimum the continuing directors or director may act for the purpose of filling up such vacancy or vacancies or of summoning a general meeting of the Company. To re-number existing Article 112(b) as Article 112(a) To re-number existing Article 112(c) as Article 112(b) To replace Article 112(d) in its entirety and re-number as Article 112(c) if he shall have absented himself (such absence not being absence with leave or by arrangement with the directors) from meetings of the directors for six months in succession and his alternate director (if any) shall not during such period have attended in his stead; if he is convicted by a court of law, whether within Malaysia or elsewhere, in relation to the offences set out in Article 112(e) and Article 112(f ); TA ENTERPRISE BERHAD 7
ARTICLES EXISTING PROVISIONS AMENDED PROVISIONS To re-number existing Article 112(e) as Article 112(d) Article 112(f ) and re-number as Article 112(e) if he becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law relating to mental disorder; if he becomes of unsound mind during his term of office; Article 112(g) and re-number as Article 112(f ) if he has a Receiving Order in Bankruptcy made against him or makes any arrangement or composition with his creditors generally; if he becomes bankrupt during his term of office; To re-number existing Article 112(h) as Article 112(g) Article 112(i) if he is absent from more than 50% of the total board of directors meetings held during the financial year. Article 164 The directors shall from time to time in accordance with Section 169 of the Act cause to be prepared and laid before the Company in general meeting such profit and loss accounts, balance sheets and report as are referred to in the section. The interval between the close of a financial year of the Company and the issue of annual audited accounts, the directors and auditors reports relating to it shall not exceed four (4) months. A copy of each such documents shall not less than fourteen (14) days before the date of the meeting be sent to every member of, and to every holder of debentures of the Company under the provisions of the Act or of these Articles. The requisite number of copies of each such document as may be required by the Exchange shall at the same time be likewise sent to the Exchange: 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 or to more than one of joint holders 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 at the Office. The directors shall from time to time in accordance with Section 169 of the Act cause to be prepared and laid before the Company in general meeting such profit and loss accounts, balance sheets and report as are referred to in the section. The interval between the close of a financial year of the Company and the issue of annual audited accounts, the directors and auditors reports relating to it shall not exceed four (4) months. A copy of each such documents in printed form or in CD-ROM form or in such other form of electronic media shall not less than twenty one (21) days before the date of the meeting be sent to every member of, and to every holder of debentures of the Company under the provisions of the Act or of these Articles. The requisite number of copies of each such document as may be required by the Exchange shall at the same time be likewise sent to the Exchange: 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 or to more than one of joint holders 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 at the Office. APPENDIX III EXTRACT OF NOTICE OF SEVENTEENTH ANNUAL GENERAL MEETING SPECIAL RESOLUTION - PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION OF THE COMPANY THAT the Proposed Amendment to the Articles of Association of the Company as set out in Appendix II of the Circular to Shareholders dated 5 June 2007 be and is hereby approved and adopted. THAT the Directors and the Secretary of the Company be and are hereby authorised to carry out all the necessary formalities in effecting the Proposed Amendment as set out in Appendix II of the Circular to Shareholders dated 5 June 2007. AND THAT the Directors of the Company, be and are hereby authorised to assent to any conditions, modifications, variations and/or amendments as may be required by Bursa Malaysia Securities Berhad. TA ENTERPRISE BERHAD 8