81

Notice Of Annual General Meeting

VITROX CORPORATION BERHAD

[649966-K]

NOTES:

A.

This Agenda item is meant for discussion only as the provision of Section 169(1) of the Companies Act, 1965 and the Company’s

Articles of Association do not require a formal approval of the shareholders and hence, is not put forward for voting.

Proxy

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.

To be valid, the proxy form, duly completed must be deposited at the registered office of the Company at 57-1, Persiaran Bayan Indah,

Bayan Bay, Sungai Nibong, 11900 Penang not less than forty-eight (48) hours before the time for holding the meeting.

A member shall be entitled to appoint more than two (2) proxies to attend and vote at the same meeting.

Where a member appoints two (2) or more proxies, the appointment shall be invalid unless he specifies the proportions of his holdings

to be represented by each proxy.

If the appointor is a corporation, this form must be executed under its Common Seal.

Explanatory Note On Special Business:

1.

Resolution pursuant to the Authority to issue Shares

The proposed Resolution No. 6 [Item No. 6(a)], if passed, will empower the Directors of the Company to issue and allot shares

in the Company from time to time and for such purposes as the Directors consider would be in the interest of the Company.

This authority will, unless revoked or varied by the Company in general meeting, expire at the next Annual General Meeting

of the Company.

2.

Resolution pursuant to the Authority to Purchase its own Shares

The proposed Resolution No. 7 [Item 6(b)], if passed, will give the Directors of the Company authority to purchase its own

shares up to ten per centum (10%) of the issued and paid-up share capital of the Company. In order to avoid any delay and

costs involved in convening a general meeting, it is thus appropriate to seek shareholders’ approval. This authority, unless

revoked or varied by the shareholders of the Company in general meeting, will expire at the conclusion of the next Annual

General Meeting.