Elektromotive Group Limited

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    Notice Of Extraordinary General Meeting

    BackAug 20, 2002

    NOTICE IS HEREBY GIVEN that an EXTRAORDINARY GENERAL MEETING ("EGM") of Panpac Media.com Limited (the "Company") will be convened on 4 September 2002 at 10.30a.m. at 371 Beach Road, #03-18 Keypoint, Singapore 199597, for the purpose of considering and, if thought fit, passing with or without any modifications the following resolutions: -

    AS ORDINARY RESOLUTIONS

    1. THE INCREASE IN AUTHORISED SHARE CAPITAL OF THE COMPANY

    That the authorised share capital of the Company be increased from $20,000,000 divided into 400,000,000 ordinary shares of $0.05 each (the "Shares") to $50,000,000 divided into 1,000,000,000 Shares, by the creation of an additional 600,000,000 Shares.

    2. THE ACQUISITION OF SHARES IN AUSTON TECHNOLOGY GROUP PTE LTD AND THE ALLOTMENT AND ISSUE OF SHARES IN THE CAPITAL OF THE COMPANY AS CONSIDERATION FOR THE ACQUISITION

    That the acquisition (the "Acquisition") of 3,389,080 Tendered ATG Shares and 400,000 Tendered ATG Option Shares representing approximately 81.2 per cent. of the Adjusted ATG Issued Share Capital at the Purchase Consideration by the Company from the Accepting ATG Shareholders and the Accepting ATG Option Holders respectively, under the terms and conditions of the Offer and the Option Offer respectively, be and is hereby approved, and for this purpose: -

    (a) pursuant to Chapter 9 of the New SGX-ST Listing Manual, approval be and is hereby given for the Company to undertake the Acquisition as described in the circular dated 20 August 2002 issued by the Company to the Shareholders;

    (b) the Directors of the Company be and are hereby authorised to allot and issue 115,901,251 new ordinary shares of $0.05 each in the capital of the Company to the Accepting ATG Shareholders and the Accepting ATG Option Holders upon the completion of the Acquisition in full satisfaction of the Purchase Consideration, under the terms and conditions of the Offer and the Option Offer respectively; and

    (c) the Directors of the Company be and are hereby authorised to do all such acts and things as they may consider necessary, desirable or expedient to give effect to the Acquisition and/or the transactions contemplated under the Offer, the Option Offer and/or this Resolution, including without limit to the foregoing, to negotiate, sign, execute and deliver all documents, approve any amendments, alteration or modification to any document and affix the Common Seal of the Company to any such documents (if required).


    BY ORDER OF THE BOARD



    Tan Min-Li
    Company Secretary

    Singapore
    20 August 2002

    Notes: -

    a. Every shareholder of the Company entitled to attend and vote at the Extraordinary General Meeting is entitled to appoint not more than two proxies to attend and vote on his behalf. A proxy need not be a shareholder of the Company.

    b. A shareholder of the Company which is a corporation is entitled to appoint its authorised representative or proxies to vote on its behalf.

    c. The instrument appointing a proxy must be deposited at the registered office of the Company at 80 Raffles Place, #25-01 UOB Plaza 1, Singapore 048624 at least 48 hours before the time set for the Extraordinary General Meeting or any postponement or adjournment thereof.

    d. Where a member appoints two proxies, he/she shall specify the proportion of his /her shareholdings to be represented by each proxy.

    e. If the member is a corporation, the instrument appointing the proxy must be executed under seal or the hand of an officer or attorney duly authorized.

    f. Unless otherwise defined herein, capitalised terms in the Resolutions set out in this Notice of EGM shall bear the same meanings as in the Circular to Shareholders dated 20 August 2002 in connection with the Acquisition.