Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN THAT the Thirty-First Annual General Meeting of Yeo Hiap Seng (Malaysia) Berhad (.YHSM.) will be held at Hotel Armada, Lorong Utara C, Section 52, 46200 Petaling Jaya on Wednesday, the 27th day of April, 2005 at 4.00p.m. to transact the following business:-

As Ordinary Business

1.	To receive the Audited Financial Statements for the year ended 31 December 2004 together with the Reports of the Directors and Auditors thereon;	Resolution 1
2.	To sanction the declaration of a Final Dividend of 9% gross less Malaysian Income Tax in respect of the financial year ended 31 December 2004;	Resolution 2
3.	To re-elect the following Director who retires pursuant to Article 75 of the Company's Articles of Association:-
	(i) Mr Tjong Yik Min	Resolution 3
4	To re-elect the following Directors who retire pursuant to Article 80 of the Company's Articles of Association:-
	(i) Y Bhg Dato' N. Sadasivan a/l N. N. Pillay	Resolution 4
	(ii) Encik Razman Hafidz bin Abu Zarim	Resolution 5
5	To approve the payment of Directors' Fee amounting to RM43,500.00 for the financial year ended 31 December 2004;	Resolution 6
6.	To re-appoint Messrs. PricewaterhouseCoopers as auditors of the Company and to authorise the Directors to fix their remuneration.	Resolution 7

As Special Business

To consider and, if thought fit, pass the following resolutions:-

ORDINARY RESOLUTION 1

7. PROPOSED SHARE BUY-BACK

.THAT subject to the Company's compliance with all applicable rules, regulations, orders and guidelines made pursuant to the Companies Act, 1965, the provisions of the Company's Memorandum and Articles of Association and the requirements of Bursa Malaysia Securities Berhad (.Bursa Securities.), the Company be and is hereby authorised, to the fullest extent permitted by law, to buy-back and/or hold from time to time and at any time 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 Bursa Securities upon such terms and conditions as the Directors may deem fit and expedient in the interests of the Company (.the Proposed Share Buy-Back.) provided that:-

a)	the maximum number of shares which may be purchased and/or held by the Company at any point of time pursuant to the Proposed Share Buy-Back shall not exceed ten per centum (10%) of the total issued and paid-up share capital of the Company for the time being quoted on Bursa Securities;
b)	the maximum amount of funds to be allocated by the Company pursuant to the Proposed Share Buy-Back shall not exceed the sum of retained profits and the share premium account of the Company based on its latest audited financial statements available up to the date of a transaction pursuant to the Proposed Share Buy-Back. As at 31 December 2004, the audited Retained Profits and Share Premium Account of the Company were RM55,533,000 and RM59,897,000 respectively; and
c)	the shares purchased by the Company pursuant to the Proposed Share Buy-Back may be dealt with in all or any of the following manner (as selected by the Company):
	i) the shares so purchased may be cancelled; and/or
	ii) the shares so purchased may be retained in treasury for distribution as dividend to the shareholders and/or resold on the market of Bursa Securities and/or subsequently cancelled; and/or
	iii) part of the shares so purchased may be retained as treasury shares with the remainder being cancelled.

AND THAT such authority shall commence upon the passing of this resolution, until the conclusion of the next Annual General Meeting of the Company or the expiry of the period within which the next Annual General Meeting is required by law to be held unless revoked or varied by Ordinary Resolution of the shareholders of the Company in general meeting but so as not to prejudice the completion of a purchase made before such expiry date;

AND THAT the Directors of the Company be and are hereby authorised to take all steps as are necessary or expedient to implement or to give effect to the Proposed Share Buy-Back with full powers to amend and/or assent to any conditions, modifications, variations or amendments (if any) as may be imposed by the relevant governmental/regulatory authorities from time to time and with full power to do all such acts and things thereafter in accordance with the Companies Act, 1965, the provisions of the Company's Memorandum and Articles of Association and the requirements of the Bursa Securities and all other relevant governmental/regulatory authorities..

Resolution 8

ORDINARY RESOLUTION 2

8. PROPOSED SHAREHOLDERS' MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS

.THAT the Company and/or its subsidiaries be and is/are hereby authorised to enter into recurrent related party transactions from time to time with related parties who may be a Director, a major shareholder of the Company and/or its subsidiaries or a person connected with such a Director or a major shareholder, as specified in section 3.1.3 of the Circular to Shareholders dated 4 April 2005 subject to the following:-

i)

the transactions are of a revenue or trading in nature which are necessary for the day to day operations of the Company and/or its subsidiaries and are transacted on terms consistent or comparable with market or normal trade practices and/or based on normal commercial terms not more favourable to the Related Parties than those generally available to the public and/or will not to the detriment of the minority shareholders; and

ii)

disclosure is made in the annual report of the aggregate value of transactions conducted pursuant to the Shareholders' mandate together with a breakdown of the aggregate value of the transactions during the financial year based on the type of transactions, names of the related parties and their relationship.

THAT the mandate given by the shareholders of the Company shall only continue to be in force until the conclusion of the next Annual General Meeting of the Company or the expiry of the period within which the next Annual General Meeting is required to be held pursuant to section 143(1) of the Companies Act, 1965 (the .Act.) (but shall not extend to such extension as may be allowed pursuant to section 143(2) of the Act); unless revoked or varied by Ordinary Resolution of the shareholders of the Company in general meeting.

Resolution 9

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

NOTICE OF DIVIDEND ENTITLEMENT AND PAYMENT

NOTICE IS HEREBY ALSO GIVEN THAT a final dividend of 9% less 28% Malaysian Income Tax in respect of financial year ended 31 December 2004, if approved by the shareholders at the forthcoming Annual General Meeting will be paid on 8 June 2005. The entitlement date for the dividend payment is 12 May 2005.

A Depositor shall qualify for entitlement only in respect of:-

a)	Shares transferred into the Depositor's Securities Account before 4.00 p.m. on 12 May 2005 in respect of transfers; and
b)	Shares bought on the Bursa Malaysia Securities Berhad on a cum entitlement basis according to the Rules of Bursa Malaysia Securities Berhad.

By Order of the Board,

Sau Ean Nee

Company Secretary

PETALING JAYA

4 April 2005

Notes:

1.	A member of the Company entitled to attend and vote at the abovementioned meeting is entitled to appoint one proxy to attend and vote in his stead. Such proxy need not be a member of the Company.
2.	The instrument of appointing a proxy, in the case of an individual, shall be signed by the appointer or by his attorney duly authorised in writing, and in the case of a corporation, shall be either given under the hand of an officer or attorney of the corporation duly authorised.
3.	The instrument appointing the proxy must be deposited at the registered office of the Company at No. 7, Jalan Tandang, 46050 Petaling Jaya, Selangor Darul Ehsan, Malaysia, not less than forty-eight (48) hours before the time set for holding the meeting or any adjournment thereof.

Explanatory Notes on Special Business

Resolution pertaining to the Proposed Share Buy-Back

The proposed Ordinary Resolution 8, if passed, will empower the Director of the Company to purchase the Company.s shares up to ten percentage (10%) of the issued and paid up share capital of the Company (.Proposed Share Buy-Back.) by utilizing the funds allocated which shall not exceed the total retained profits and share premium account of the Company. Further information on the Proposed Share Buy-Back is set out in the Circular to Shareholders of the Company dated 4 April 2005 which is despatched together with the Company.s 2004 Annual Report.

Resolution pertaining to the Proposed Recurrent Related Party Transactions

The proposed Ordinary Resolution 9, if passed, will allow YHSM Group to enter into Recurrent Related Party Transactions pursuant to paragraph 10.09 of the Listing Requirements. Further information on the proposed Recurrent Related Party Transactions is set out in the Circular to Shareholders of the Company dated 4 April 2005 which is despatched together with the Company.s 2004 Annual Report.