BOUSTEAD HOLDINGS BERHAD
(Company No.: 3871-H)
(Incorporated in Malaysia under the Companies Act, 1965)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of Boustead Holdings Berhad (“BHB” or
“Company”) will be held at 4th Floor, Menara Boustead, No. 69 Jalan Raja Chulan, 50200 Kuala Lumpur on
Tuesday, 9 December 2008 at 11.00 a.m., for the purpose of considering and, if thought fit, passing the following
resolution:ORDINARY RESOLUTION
Proposed disposal of the Bebar and Malakoff Estates (“Plantation Assets”) by the Company and Boustead
Rimba Nilai Sdn Bhd, a wholly owned subsidiary of the Company to Al-Hadharah Boustead REIT (the
“Fund”) for an aggregate sale consideration of RM188,800,000 to be satisfied by cash and the issuance of
85,000,000 new units (the new undivided interest(s) in the Fund as constituted by the Trust Deed dated 11
December 2006 executed between CIMB Trustee Berhad and Boustead REIT Managers Sdn Bhd) to
Boustead Rimba Nilai Sdn Bhd at the issue price of RM1.10 per unit and the subsequent lease of the
Plantation Assets by Boustead Plantations Berhad from the Fund (“Proposed Sale and Lease”)
“THAT any one director of the Company be and is hereby authorised to execute the Sale and Purchase
Agreement(s) and the Ijarah Agreement and to execute all other necessary documents/agreements in relation to and
for the purpose of completing the Proposed Sale and Lease for and on behalf of the Company;
THAT subject to the approvals being obtained from the relevant authorities, approval be and is hereby given to the
Company and Boustead Rimba Nilai Sdn Bhd to undertake the following matters:
(i)
to dispose of the Plantation Assets for an aggregate sale consideration of RM188,800,000 to be satisfied by
cash and the issuance of 85,000,000 new units (the new undivided interest(s) in the Al Hadharah Boustead
REIT as constituted by the Trust Deed dated 11 December 2006 executed between CIMB Trustee Berhad
and Boustead REIT Managers Sdn Bhd) to Boustead Rimba Nilai Sdn Bhd at the issue price of RM1.10 per
unit; and
(ii)
the subsequent lease of the Plantation Assets by Boustead Plantations Berhad from the Fund;
subject to the terms and conditions contained in the Sale and Purchase Agreements and the Ijarah Agreement in
respect of the Plantation Assets;
AND THAT the Directors of the Company be and are hereby authorised to do all such acts and things as they may
consider necessary, expedient and/or appropriate with full powers to assent to any conditions, modifications,
variation and/or amendments as may be required by the relevant authorities and to take all such steps and enter into
all such agreements, arrangements, undertakings, indemnities, transfers and/or assignments and to carry out any
other matters as they may deem necessary or expedient to implement, finalise and give full effect to the Proposed
Sale and Lease.”
By Order of the Board
BOUSTEAD HOLDINGS BERHAD
SHARIFAH MALEK
Company Secretary
Kuala Lumpur
24 November 2008
Notes:1.
Any member entitled to attend and vote may appoint up to two (2) proxies, who need not be a member, to attend and
vote on his or her behalf. Ordinary shareholders are being sent herewith a Form of Proxy with provision for two-way
voting on the foregoing Resolution. The instrument appointing a Proxy must be lodged at the Share Registrar’s office
not less than forty-eight hours before the time of the Meeting.
2.
If you wish to appoint as a Proxy some person other than the Chairman of the Meeting, please insert in block letters the
full name and address of the person of your choice and initial the insertion at the same time deleting the words “the
Chairman of the Meeting or”. A proxy need not be a member of the Company but must attend the Meeting in person to
vote. Please indicate “X” in the appropriate box how you wish your vote to be cast in respect of the Resolution.
3.
In the absence of any specific direction the Proxy will vote, or abstain from voting, as he thinks fit.
4.
In the case of a Corporation, the Proxy should be executed under its Common Seal or under the hand of some officer
duly authorised in writing in that behalf.
5.
If you have appointed more than one proxy, please specify the proportion of your shares to be represented by each
proxy.
6.
The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed, shall
be deposited at the Share Registrars’ office of the Company located at 13 th Floor, Menara Boustead, No. 69 Jalan Raja
Chulan, 50200 Kuala Lumpur, Malaysia, not less than 48 hours before the time for holding the Meeting or adjourned
Meeting at which the person or persons named in such instrument proposes to vote.