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United Industrial Corporation Limited summary financial report 2005 -

NOTICE OF ANNUAL GENERAL MEETING

UNITED INDUSTRIAL CORPORATION LIMITED Incorporated in the Republic of Singapore (Company Registration No. 196300181E)

b. for the purpose of determining the aggregate number of shares that may be issued under (a) above, the percentage of issued share capital is based on the issued share capital of the Company at the time of the passing of this Ordinary Resolution, after adjusting for:

i. ii

new shares arising from the conversion or exercise of convertible securities; . new shares arising from exercising share options or vesting of share awards outstanding or subsisting at the

time this Ordinary Resolution is passed provided the options or awards were granted in compliance with Part VIII of Chapter 8 of the SGX-ST Listing Manual; and iii. any subsequent consolidation or subdivision of the Company’s shares; and

    • c.

      such authority shall, unless revoked or varied by the Company at a general meeting, continue to be in force until the conclusion of the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company is required by law to be held, whichever is the earlier.” (See Explanatory Note 6)

  • 8.

    To transact any other business.

NOTE A member of the Company entitled to attend and vote at this meeting is entitled to appoint one or two proxies to attend and vote in his stead. A proxy need not be a member of the Company. The instrument appointing a proxy or proxies must be deposited at the registered office of the Company at 5 Shenton Way, #02-16, UIC Building, Singapore 068808 by 5.00 p.m. on 26 April 2006.

EXPLANATORY NOTES

1.

Mr Alvin Yeo Khirn Hai, if re-appointed, will remain as an Audit Committee member and will be considered an Independent Director pursuant to Rule 704(8) of the SGX-ST Listing Manual.

2.

Mr Gabriel C. Singson, if re-appointed, will remain as an Audit Committee member and will be considered a non- Independent Director pursuant to Rule 704(8) of the SGX-ST Listing Manual.

3.

Mr Tan Boon Teik, if re-appointed, will remain as the Audit Committee Chairman and will be considered an Independent Director pursuant to Rule 704(8) of the SGX-ST Listing Manual.

4

Mr Hwang Soo Jin, if re-appointed, will remain as an Audit Committee member and will be considered an Independent Director pursuant to Rule 704(8) of the SGX-ST Listing Manual.

  • 5.

    The Audit Committee undertook a review of the fees and expenses of the audit and non-audit services provided by the external auditor, PricewaterhouseCoopers. It assessed whether the nature and extent of the non-audit services might prejudice the independence and objectivity of the auditor before confirming its re-nomination. It was satisfied that such services did not affect the independence of the external auditor.

  • 6.

    The Ordinary Resolution proposed in item 7 above, if passed, will empower the Directors of the Company from the date of the above meeting until the next Annual General Meeting to issue shares and convertible securities in the Company up to the limit as specified in the Resolution for such purposes as they consider would be in the interest of the Company. This authority will continue in force until the next Annual General Meeting of the Company, unless previously revoked or varied at a general meeting.

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