NOTICE IS HEREBY GIVEN that the Fifth Annual General Meeting of Scanwolf Corporation Berhad will be held at 10:00 a.m. on Saturday, August 20, 2011 at Regency 4, Level 11, Tower Regency Hotel & Apartments, 6-8, Jalan Dato’ Seri Ahmad Said, 30450 Ipoh, Perak Darul Ridzuan for the following purposes:-

AGENDA

As Ordinary Business

1.  To receive and adopt the Audited Financial Statements for the financial year ended March 31, 2011 and the Reports of the Directors and the Auditors thereon. (Resolution 1)

2.  To declare a final dividend of 2 sen per share, tax exempt in respect of the financial year ended March 31, 2011. (Resolution 2)

3.  To approve the payment of Directors’ fees.(Resolution 3)

4.  To re-elect the following Directors retiring in accordance with Article 103(1) of the Articles of Association of the Company:-

(i)    Neoh Choo Kean (Resolution 4)
(ii)    Tan Sin Keat 5. (Resolution 5)  

5.  To appoint Auditors and to authorise the Directors to fix their remuneration. (Resolution 6)

As Special Business

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

6.  Ordinary Resolution
Proposed Renewal of Authority for Scanwolf Corporation Berhad to purchase its own ordinary shares of RM0.50 each representing up to 10% of the issued and paid-up share capital of the Company

“THAT, subject to the provisions of the Companies Act, 1965, the Memorandum and Articles of Association of the Company, the Listing Requirements of Bursa Malaysia Securities Berhad and any applicable laws, rules, orders, requirements, regulations and guidelines for the time being in force or as may be amended, modified or re-enacted from time to time and the approvals of all relevant governmental and/or regulatory authorities (if any), the Company be and is hereby authorised to purchase such number of ordinary shares of RM0.50 each in the Company (“Proposed Share Buy-Back”) as may be determined by the Directors of the Company (“Directors”) from time to time through Bursa Malaysia Securities Berhad upon such terms and conditions as the Directors may deem fit, necessary and expedient in the interest of the Company provided that the total aggregate number of shares purchased pursuant to this resolution shall not exceed 10% of the total issued and paid-up share capital of the Company at any point in time of the said purchase(s); and that the Directors of the Company shall allocate an amount of funds which will not be more than the aggregate sum of the retained profits and share premium of the Company for the Proposed Share Buy-Back;

AND THAT upon completion of the purchase by the Company of its own shares, the Directors are authorised to decide at their discretion to cancel all the shares so purchased and/or to retain the shares so purchased as treasury shares of which may be distributed as dividends to shareholders and/or to resell on the market of Bursa Malaysia Securities Berhad and/or to retain part thereof as treasury shares and cancel the remainder;

AND THAT the Directors be and are hereby authorised and empowered to do all acts and things and to take all such steps and to enter into and execute all commitments, transactions, deeds, agreements, arrangements, undertakings, indemnities, transfers, assignments and/or guarantees as they may deem fit, necessary, expedient and/or appropriate in order to implement, finalise and give full effect to the Proposed Share Buy-Back with full powers to assent to any conditions, modifications, revaluations, variations and/or amendments, as may be required or imposed by any relevant authority or authorities;

AND THAT the Directors be and are hereby empowered immediately upon the passing of this Ordinary Resolution until the conclusion of the next annual general meeting of the Company at which time the authority shall lapse unless by ordinary resolution passed at a general meeting, the authority is renewed either unconditionally or subject to conditions; or the expiration of the period within which the next annual general meeting of the Company is required by law to be held; or the earlier revocation or variation of their authority through a general meeting whichever is the earliest, but not so as to prejudice the completion of purchase(s) by the Company before the aforesaid expiry date.” (Resolution 7)

7.  Ordinary Resolution
Authority to issue shares pursuant to Section 132D of the Companies Act, 1965

“THAT, subject to the provisions of the Companies Act, 1965, the Memorandum and Articles of Association of the Company, the Listing Requirements of Bursa Malaysia Securities Berhad and any applicable laws, rules, orders, requirements, regulations and guidelines for the time being in force or as may be amended, modified or re-enacted from time to time and the approvals of all relevant governmental and/or regulatory authorities (if any), the Company be and is hereby authorised to purchase such number of ordinary shares of RM0.50 each in the Company (“Proposed Share Buy-Back”) as may be determined by the Directors of the Company (“Directors”) from time to time through Bursa Malaysia Securities Berhad upon such terms and conditions as the Directors may deem fit, necessary and expedient in the interest of the Company provided that the total aggregate number of shares purchased pursuant to this resolution shall not exceed 10% of the total issued and paid-up share capital of the Company at any point in time of the said purchase(s); and that the Directors of the Company shall allocate an amount of funds which will not be more than the aggregate sum of the retained profits and share premium of the Company for the Proposed Share Buy-Back;

AND THAT upon completion of the purchase by the Company of its own shares, the Directors are authorised to decide at their discretion to cancel all the shares so purchased and/or to retain the shares so purchased as treasury shares of which may be distributed as dividends to shareholders and/or to resell on the market of Bursa Malaysia Securities Berhad and/or to retain part thereof as treasury shares and cancel the remainder;

AND THAT the Directors be and are hereby authorised and empowered to do all acts and things and to take all such steps and to enter into and execute all commitments, transactions, deeds, agreements, arrangements, undertakings, indemnities, transfers, assignments and/or guarantees as they may deem fit, necessary, expedient and/or appropriate in order to implement, finalise and give full effect to the Proposed Share Buy-Back with full powers to assent to any conditions, modifications, revaluations, variations and/or amendments, as may be required or imposed by any relevant authority or authorities;

AND THAT the Directors be and are hereby empowered immediately upon the passing of this Ordinary Resolution until the conclusion of the next annual general meeting of the Company at which time the authority shall lapse unless by ordinary resolution passed at a general meeting, the authority is renewed either unconditionally or subject to conditions; or the expiration of the period within which the next annual general meeting of the Company is required by law to be held; or the earlier revocation or variation of their authority through a general meeting whichever is the earliest, but not so as to prejudice the completion of purchase(s) by the Company before the aforesaid expiry date.” (Resolution 8)

8.  Special Resolution
Proposed Amendment to the Articles of Association of the Company

“THAT the existing Article 160 be deleted in its entirety and that the following new Article 160 be adopted:-

New Article 160

Subject to the provision of the Act, the Central Depositories Act and the Rules, any dividend, interest or other money payable in cash by the Company in respect of a share may be paid by cheque or warrant and sent by post addressed to the holder at his registered address or by direct electronic or other methods of funds transfer to the bank account of the holder as it appears in the Register or Record of Depositors or, if several persons are entitled thereto in consequence of the death or bankruptcy of the holder, to any one of such persons or to such person and to such address as such persons may by writing direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent and the payment of any such cheque or warrant or banker’s draft or direct electronic transfer shall operate as a good and full discharge to the Company in respect of the dividend represented thereby notwithstanding that it may subsequently appear that such cheque or warrant or banker’s draft has been stolen or that the endorsement thereon has been forged or in the case of direct electronic transfer, there is discrepancy given by the member in the details of the bank account(s). Every such cheque or warrant or banker’s draft or electronic transfer or remittance shall be sent at the risk of the person entitled to the money thereby represented.” (Resolution 9)

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

By Order of the Board

CHAN CHEE KHEONG (MAICSA 0810287)
CHANG POOI YEE (MAICSA 7036213)

Secretaries

Ipoh
July 28, 2011

Note:
A member of the Company entitled to attend and vote at the above-mentioned Meeting may appoint one or more proxies to attend and vote in his stead. A proxy need not be a member of the Company. Where a member appoints more than one proxy, the appointment shall be invalid unless he specifies the proportion of his shareholdings to be represented by each proxy. The instrument appointing a proxy must be deposited at the Company’s registered office at 41, Jalan Medan Ipoh 6, Bandar Baru Medan Ipoh, 31400 Ipoh, Perak Darul Ridzuan not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.

Explanatory Notes:
1.    Resolution 7
Proposed Renewal of Authority for Scanwolf Corporation Berhad to purchase its own ordinary shares of RM0.50 each representing up to 10% of the issued and paid-up share capital of the Company

The resolution, if passed, will empower the Directors of the Company to purchase the Company’s shares up to ten percent (10%) of the issued and paid-up share capital of the Company by utilising the funds allocated which shall not exceed the total retained profits and share premium of the Company. Please refer to the Share Buy-Back Statement dated July 28, 2011, which is dispatched together with the Company’s Annual Report 2011.

2.    Resolution 8
Authority to issue shares pursuant to Section 132D of the Companies Act, 1965

The Company wishes to seek a new mandate on the authority to issue shares pursuant to Section 132D of the Companies Act, 1965 at the Fifth Annual General Meeting of the Company (hereinafter referred to as the “General Mandate”).

The purpose to seek the General Mandate is to enable the Directors of the Company to issue and allot shares at any time to such persons in their absolute discretion without convening a general meeting as it would be both time-consuming and costly to organise a general meeting. This authority unless revoked or varied by the Company in a general meeting, will expire at the conclusion of the next Annual General Meeting.

The Company is actively exploring opportunities to broaden its earnings potential. The proceeds raised from the General Mandate will provide flexibility to the Company for any possible fund-raising activities, including but not limited to further placing of shares, for purpose of funding future investment project(s), working capital and/or acquisitions.

3.    Resolution 9
Proposed Amendment to the Articles of Association of the Company

That Article 160 of the Company’s Articles of Association be amended in line with the amendments in the Listing Requirements of Bursa Malaysia Securities Berhad in relation to e-Dividend and that the said Article shall read as follow:-

New Article 160

Subject to the provision of the Act, the Central Depositories Act and the Rules, any dividend, interest or other money payable in cash by the Company in respect of a share may be paid by cheque or warrant and sent by post addressed to the holder at his registered address or by direct electronic or other methods of funds transfer to the bank account of the holder as it appears in the Register or Record of Depositors or, if several persons are entitled thereto in consequence of the death or bankruptcy of the holder, to any one of such persons or to such person and to such address as such persons may by writing direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent and the payment of any such cheque or warrant or banker’s draft or direct electronic transfer shall operate as a good and full discharge to the Company in respect of the dividend represented thereby notwithstanding that it may subsequently appear that such cheque or warrant or banker’s draft has been stolen or that the endorsement thereon has been forged or in the case of direct electronic transfer, there is discrepancy given by the member in the details of the bank account(s). Every such cheque or warrant or banker’s draft or electronic transfer or remittance shall be sent at the risk of the person entitled to the money thereby represented.