79

Notice Of Annual General Meeting

VITROX CORPORATION BERHAD

[649966-K]

NOTICE IS HEREBY GIVEN that the Fifth Annual General Meeting of the Company will be held at the Auditorium of ViTrox Innovation

Centre, 85A, Lintang Bayan Lepas 11, Bayan Lepas Industrial Park, Phase IV, 11900 Bayan Lepas, Penang on Thursday, 25 June 2009

at 10.00 a.m. for the following purposes:-

AGENDA

(Please refer to Note A)

1.

To receive the Audited Financial Statements for the year ended 31 December 2008 together with

the reports of the Directors and Auditors thereon.

2.

To declare a Final Dividend of 0.4 sen per share exempt from Income Tax for the year ended

(Resolution 1)

31 December 2008.

(Resolution 2)

3.

To approve the payment of Directors’ Fees of RM78,000 for the financial year ending 31 December

2009 and payment of such Fees to the Directors of the Company.

4.

To re-elect the following Directors retiring under the respective provisions of the Articles of

Association of the Company, and who, being eligible offer themselves for re-election:-

(Resolution 3)

a) Dato’ Seri Kiew Kwong Sen

Article 85

(Resolution 4)

b) Prof. Dr. Ahmad Fadzil Bin Mohamad Hani

Article 85

(Resolution 5)

To re-appoint Messrs. Horwath as Auditors of the Company for the ensuing year and to authorize

5.

the Directors to fix their remuneration.

AS SPECIAL BUSINESSES

6.

To consider and, if thought fit, to pass the following as Ordinary Resolutions:-

(Resolution 6)

a)

Authority to Issue Shares

“That pursuant to Section 132D of the Companies Act, 1965, the Articles of Association of

the Company and approvals from Bursa Malaysia Securities Berhad (“Bursa Securities”) and

other relevant governmental/regulatory authorities where such authority shall be necessary,

the Board of Directors be and is hereby authorized to issue and allot shares in the Company

from time to time until the conclusion of the next Annual General Meeting and upon such

terms and conditions and for such purposes as the Board of Directors may, in its absolute

discretion, deem fit provided that the aggregate number of shares to be issued shall not

exceed ten per centum (10%) of the issued share capital of the Company for the time being,

and that the Board of Directors be and is also empowered to obtain the approval for the

listing of and quotation for the additional shares so issued on the MESDAQ Market of Bursa

Malaysia Securities Berhad.”

(Resolution 7)

b)

Renewal of Authority to Purchase its own Shares

“That subject to the Companies Act, 1965, provisions of the Company’s Memorandum and

Articles of Association (“M&A”) and the requirements of the Bursa Securities and other relevant

governmental and regulatory authorities where such authority shall be necessary, the Board

of Directors be authorized to purchase its own shares through Bursa Securities, subject to

the following:-

i) The maximum aggregate number of shares which may be purchased by the Company

shall not exceed ten per centum (10%) of the issued and paid-up ordinary share capital

of the Company at any point in time;