Notice of AGM & EGM

RNS Number:9381T
Petaling Tin Berhad
3 April 2002


Petaling Tin Berhad
- Seventy-Sixth Annual General Meeting
- Extraordinary General Meeting

• Contents:-

The Board of Directors of Petaling Tin Berhad ("PTB") wishes to advise that PTB
will be holding its Seventy-Sixth Annual General Meeting ("AGM") on Friday,
26 April 2002 at 10.00 a.m. at Anggerik Room, 4th Floor, Hotel Equatorial Kuala
Lumpur, Jalan Sultan Ismail, 50250 Kuala Lumpur and its Extraordinary General
Meeting ("EGM") on Friday, 26 April 2002 at 10.30 a.m. or immediately following
the conclusion or adjournment (as the case may be) of the 76th AGM of the
Company.

The notices of the AGM and EGM which are attached herewith will be published in
The Star on 4 April 2002.

                      NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Seventy-Sixth Annual General Meeting of Petaling
Tin Berhad will be held at Anggerik Room, 4th Floor, Hotel Equatorial Kuala
Lumpur, Jalan Sultan Ismail, 50250 Kuala Lumpur on Friday, 26 April 2002 at
10.00 a.m. for the following purposes:-

AGENDA

As Ordinary Business:

1.  To receive and adopt the Audited Financial Statements     Ordinary
    of the Company for the year ended 31 October 2001         Resolution 1
    together with the Reports of Directors and Auditors
    thereon.

2.  To approve the payment of directors' fees of RM118,472    Ordinary
    for the year ended 31 October 2001.                       Resolution 2

3.  To re-elect Mr Chin Yit Kong who is retiring pursuant     Ordinary
    to the existing Article 77 of the Company's Articles      Resolution 3
    of Association.

4.  To re-elect Datuk Wan Kassim Bin Ahmed who is retiring    Ordinary
    pursuant to the existing Article 79(c) of the Company's   Resolution 4
    Articles of Association.

5.  To re-elect Mr Chong Kok Kong who is retiring pursuant    Ordinary
    to the existing Article 79(c) of the Company's            Resolution 5
    Articles of Association.

6.  To re-elect Tan Sri Dr Chen Lip Keong who is retiring     Ordinary
    pursuant to Paragraph 7.28(2) of the Listing              Resolution 6
    Requirements of the Kuala Lumpur Stock Exchange.

7.  To re-appoint Messrs Moore Stephens as Auditors of        Ordinary
    of the Company and to authorise the Directors to fix      Resolution 7
    their remuneration.

As Special Business:
8.  To consider and, if thought fit, to pass the following Ordinary Resolution:

    "THAT the Directors of the Company be and are hereby      Ordinary
    authorised, pursuant to Section 132D of the Companies     Resolution 8
    Act, 1965, to issue shares in the Company at any time
    subject to Section 132D(3) 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 to be issued pursuant to
    the resolution does not exceed 10% of the issued capital
    of the Company for the time being."

9.  To transact any other ordinary business of which due
    notice shall have been given.

By Order of the Board

Lorraine Khoo Bee Kim (MAICSA 7008856)
Chen Sai Liung (MAICSA 7034273)
Company Secretaries

Kuala Lumpur
4 April 2002

NOTES:-

1.  A member of the Company entitled to attend and vote at the meeting is
    is entitled to appoint a proxy or proxies to attend and vote, in his stead.
    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.

2.  Where a member appoints two (2) proxies, the appointment shall be invalid
    unless he specifies the proportion of his shareholdings to be 
    represented by each proxy.

3.  The instrument appointing a proxy must be in writing under the hand of the
    appointor or of his attorney duly authorised in writing, or if such
    appointor is a corporation, either under seal or under the hand of an
    officer or attorney duly authorised.

4.  The instrument appointing a proxy and the power of attorney or other
    authority (if any) under which the instrument is signed or a notarily 
    certified copy of that power or authority, shall be deposited at the
    at the Registered Office of the Company at Level 19, Menara PanGlobal,
    No. 8, Lorong P. Ramlee, 50250 Kuala Lumpur or at the Company's Branch
    Register at Grooved Secretaries Ltd., 52 Leysdown Road, Mottingham, London
    SE9 3N8 United Kingdom at least forty-eight (48) hours before the time for
    holding the meeting or adjourned meeting.

EXPLANATORY NOTE ON SPECIAL BUSINESS

Ordinary Resolution 8

The proposed resolution is in relation to authority to allot shares pursuant to
Section 132D of the Companies Act, 1965 and if passed, will empower the 
Directors to issue shares up to 10% of the issued capital of the Company for 
the time being for such purposes as the Directors consider would be in the 
interest of the Company.  This authority, unless revoked or varied by the
Company in general meeting, will expire at the next Annual General Meeting of
the Company.


           NOTICE OF 1/2002 EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 1/2002 Extraordinary General Meeting of the
Company will be held at Anggerik Room, 4th Floor, Hotel Equatorial Kuala Lumpur,
Jalan Sultan Ismail, 50250 Kuala Lumpur on Friday, 26 April 2002 at 10.30 a.m.
or immediately following the conclusion or adjournment (as the case may be) of
the 76th Annual General Meeting of the Company which has been scheduled to be
held at the same venue and on the same day at 10.00 a.m. for the purpose of
considering and if thought fit, passing with or without modifications, the
following resolutions:-

SPECIAL RESOLUTION - PROPOSED ADOPTION OF NEW ARTICLES OF ASSOCIATION
"THAT, the Articles of Association of the Company as contained in the Appendix
1 set out in the Circular to Shareholders dated 4 April 2002 be and are hereby
approved and adopted as the new Articles of Association of the Company in
substitution for and to the exclusion of all existing Articles of 
Association of the Company thereof."

ORDINARY RESOLUTION - PROPOSED SHARES BUY-BACK
"THAT, subject always to the Companies Act, 1965, the provisions of the 
Memorandum and Articles of Association of the Company, the requirements of the
Kuala Lumpur Stock Exchange ("KLSE") and the approvals of all relevant 
governmental and/or regulatory authorities, the Company be and is hereby
authorised, to the extent permitted by law, to buy-back and/or hold such amount
of ordinary shares of RM1.00 each in the Company as may be determined by the
Directors of the Company from time to time through the KLSE upon such terms
and conditions as the Directors may deem fit and expedient in the interest of
the Company provided that:-

i)    the aggregate number of shares bought-back and/or held does not exceed 
      ten percent (10%) of the total issued and paid-up share capital of the 
      Company as quoted on the KLSE;

ii)   the amount allotted shall not exceed the retained profits and/or share
      premium account of the Company based on its latest audited financial 
      statements available up to the date of the transaction pursuant to the
      Proposed Shares Buy-Back.  Based on the audited accounts of the Company
      as at 31 October 2001, its share premium stood at RM28.1 million; and

iii)  the shares purchased are to be treated in either of the following manner:-

      (a)    cancel the purchased Ordinary Shares; or

      (b)    retain the purchased Ordinary Shares as treasury shares held by
             the Company; or

      (c)    retain part of the purchased Ordinary Shares as treasury shares 
             and cancel the remainder.

      The treasury shares may be distributed as dividends to the shareholders
      and/or resold on the KLSE and/or subsequently cancelled.

AND THAT the authority conferred by this resolution shall commence upon the
passing and lodgment of this resolution with the Registrar of Companies until
the conclusion of the next Annual General Meeting of the Company (unless earlier
revoked or varied by Ordinary Resolution of the shareholders of the Company in
general meeting) but shall not prejudice the completion of the buy-back(s) by 
the Company or any person before that aforesaid expiry date and in any event,
in accordance with the provisions of the Listing Requirements or any other
relevant authorities.

AND THAT authority be and is hereby given unconditionally and generally to the
Directors of the Company to take all such steps as are necessary or expedient
(including without limitation, the opening and maintaining or central depository
account(s) under the Securities Industry (Central Depositories) Act 1991, and
the entering into of all other agreements, arrangements and guarantee with any
party or parties) to implement, finalise and give full effect to the aforesaid
buy-back with full powers to assent to any condition, modification,
revaluations, variation and/or amendments (if any) as may be imposed by the
relevant authorities and with the full power to do all such acts and things
thereafter (including without limitation, the cancellation or retention as
treasury shares of all or any part of the shares bought-back) in accordance
with the Companies Act, 1965, the provisions of the Memorandum and Articles of
Association of the Company and the requirements and/or guidelines of the KLSE
and all other relevant governmental and/or regulatory authorities."

By Order of the Board

Lorraine Khoo Bee Kim (MAICSA 7008856)
Chen Sai Liung (MAICSA 7034273)
Company Secretaries

Kuala Lumpur
4 April 2002

Notes:-

1.    A member of the Company entitled to attend and vote at the meeting is
      entitled to appoint a proxy or proxies to attend and vote, in his stead.
      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.

2.    Where a member appoints two (2) proxies, the appointment shall be invalid
      unless he specifies the proportion of his shareholdings to be
      represented by each proxy.

3.    The instrument appointing a proxy must be in writing under the hand of 
      the appointor or of his attorney duly authorised in writing, or if such 
      appointor is a corporation, either under seal or under the hand of an 
      officer or attorney duly authorised.

4.    The instrument appointing a proxy and the power of attorney (if any) under
      which the instrument is signed or a notarily certified copy of that power
      or authority, shall be deposited at the Registered Office of the Company
      at Level 19, Menara PanGlobal No. 8 Lorong P. Ramlee, 50250 Kuala Lumpur
      or at the Company's Branch Register at Grooved Secretaries Ltd.,
      52 Leysdown Road, Mottingham, London SE9 3N8 United Kingdom at least
      forty-eight (48) hours before the time for holding the meeting or
      adjourned meeting.


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