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UNITED INDUSTRIAL CORPORATION LIMITED Incorporated in the Republic of Singapore

(Company Registration No. 196300181E)

NOTICE IS HEREBY GIVEN that the 44th Annual General Meeting of United Industrial Corporation Limited will be held at 80 Raffles Place, 61st Storey, UOB Plaza 1, Singapore 048624 on 28 April 2006 at 5.00 p.m to transact the following business:


  • 1.

    To receive and adopt the Directors’ Report and Audited Financial Statements for the year ended 31 December 2005.

  • 2.

    To declare a First and Final Dividend of 2% [2 cents per share] less income tax at 20% (2004: 20%) for the year

ended 31 December 2005 (2004: 1.5% [1.5 cents per share]).

3. To approve Directors’ fees of $380,500 for the year ended 31 December 2005 (2004: $380,500).

4. To re-elect the following Directors retiring by rotation in accordance with Article 109 of the Company’s Articles of


  • (a)

    Mr Aloysius B. Colayco

  • (b)

    Mr Roberto R. Romulo

  • (c)

    Mr Alvin Yeo Khirn Hai

(See Explanatory Note 1)

5. To re-appoint the following Directors pursuant to Section 153(6) of the Companies Act, Cap. 50:

  • (a)

    Mr Wee Cho Yaw

  • (b)

    Mr John Gokongwei, Jr.

  • (c)

    Mr Gabriel C. Singson

  • (d)

    Mr Tan Boon Teik

  • (e)

    Mr Hwang Soo Jin

(See Explanatory Note 2) (See Explanatory Note 3) (See Explanatory Note 4)

6. To re-appoint PricewaterhouseCoopers as Auditors of the Company and to authorise the Directors to fix their remuneration. (See Explanatory Note 5)

AS SPECIAL BUSINESS 7. To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

“RESOLVED that pursuant to Section 161 of the Companies Act, Cap. 50, and the listing rules of the Singapore Exchange Securities Trading Limited (“SGX-ST Listing Manual”), the Directors of the Company be and are hereby authorised to issue shares (including the issue of shares pursuant to offers, agreements or options made or granted by the Company) and convertible securities (including the making and granting of offers, agreements or options which would or which might require shares to be issued or allotted) at any time, whether during the continuance of such authority or thereafter, to such persons upon such terms and conditions and for such purposes as the Directors may, in their absolute discretion, deem fit, provided that:

a. the aggregate number of shares and convertible securities to be issued pursuant to this Resolution to shareholders on a pro rata basis shall not exceed 50% of the issued share capital of the Company, and provided further that if any such shares and convertible securities are to be issued under circumstances where members of the Company are not given an opportunity to participate in such an issue, offer, agreement or option referred to above, then the shares and convertible securities to be issued under such circumstances shall not exceed 20% of the issued share capital of the Company;


- United Industrial Corporation Limited summary financial report 2005

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