Investors

RESOLUTION 1: ORDINARY RESOLUTION

Proposed CSE (US Subsidiaries) Incentive Stock Option Plan

That, subject to the approval of the Company in General Meeting of ordinary resolution 2 below:

1) the share option scheme, to be known as the CSE (U.S. Subsidiaries) Incentive Stock Option Plan (the "US Plan"), under which options will be granted to selected employees of the Company's subsidiaries incorporated in the United States of America to subscribe for ordinary shares of S$0.05 each in the capital of the Company ("Shares"), particulars are set out in Appendix I to the Circular to the Company's shareholders relating to, inter alia, the US Plan dated 21 September 2001 (the "Circular"), be and is hereby approved; and

2) the directors of the Company be and are hereby authorised:

(i) to establish and administer the US Plan;

(ii) to modify and/or amend the US Plan from time to time provided that such modification and/or amendment is effected in accordance with the provisions of the US Plan and to do all such acts and to enter into all such transactions, arrangements and agreements as may be necessary or expedient in order to give full effect to the US Plan; and

(iii) to offer and grant options in accordance with the provisions of the US Plan and to allot and issue from time to time such number of Shares as may be required to be issued pursuant to the exercise of options under the US Plan.

RESOLUTION 2: ORDINARY RESOLUTION

Proposed amendments to the CSE Systems & Engineering Executives' Share Option Scheme (the "Existing Scheme") in connection with the proposed adoption and implementation of the US Plan

That, subject to and contingent upon the passing of ordinary resolution 1 above, the rules of the Existing Scheme be and are hereby amended in the manner and to the extent set out in Appendix II to the Circular provided that Options that have already been granted under the rules of the Existing Scheme prior to the proposed amendments referred to in this resolution being approved will not be retrospectively affected by such amendments.

RESOLUTION 3: ORDINARY RESOLUTION

Proposed amendments to the Existing Scheme in connection with the transfer of the Company to the Main Board of the Singapore Exchange Securities Trading Limited and other amendments

That the rules of the Existing Scheme be and are hereby amended in the manner and to the extent set out in Appendix III to the Circular provided that Options that have already been granted under the rules of the Existing Scheme prior to the proposed amendments referred to in this resolution being approved will not be retrospectively affected by such amendments.

Notes:
1. A member of the Company entitled to attend and vote at a meeting of the Company is entitled to appoint one proxy or two proxies to attend and vote in his/her stead. Such proxy need not be a member of the Company and where there are two proxies, the number of shares to be represented by each proxy must be stated.

2. The instrument or form appointing a proxy or proxies must be deposited at the registered office of the Company at 10 Collyer Quay #19-08, Ocean Building, Singapore 049315 not less than 48 hours before the time appointed for holding the Extraordinary General Meeting.