The Star – Notice of Extraordinary General Meeting

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of GD Express Carrier Berhad (“GDEX” or the “Company”) will be held at Bukit Kiara Resort Bhd, Jalan Bukit Kiara, Off Jalan Damansara, 60000 Kuala Lumpur on Wednesday, 25 January 2006 at 10.00 a.m. for the purpose of considering, and if thought fit, passing with or without any modifications, the following resolutions:

ORDINARY RESOLUTION 1

PROPOSED PRIVATE PLACEMENT OF UP TO 20,574,883 NEW ORDINARY SHARES OF RMO.10 EACH IN GDEX (“GDEX SHARES” OR “SHARES”) (OR UP TO 25,718,604 NEW GDEX SHARES IF THE PROPOSED BONUS ISSUE IS IMPLEMENTED BEFORE THE PROPOSED PLACEMENT), REPRESENTING UP TO TEN PERCENT (10%) OF THE ISSUED AND PAID-UP SHARE CAPITAL OF GDEX AT AN ISSUE PRICE(S) TO BE DETERMINED AND ANNOUNCED LATER (“PROPOSED PLACEMENT”)

“THAT, subject to the approval-in-principle of Bursa Malaysia Securities Berhad for the listing of and quotation for up to 20,574,883 GDEX Shares (or 25,718,604 GDEX Shares if the Proposed Bonus Issue is implemented before the Proposed Placement (which is the subject of the Ordinary Resolution 2)) to be issued hereunder and any other relevant authorities being obtained, approval be and is hereby given for the Company to issue and allot; pursuant to the Proposed Placement of up to 20,574,883 new GDEX Shares (or up to 25,718,604 new GDEX Shares if the Proposed Bonus Issue is Implemented before the Proposed Placement), at issue price(s) to be determined based on a discount of not more than five percent (5%) of the weighted average market price of the Company’s Shares for the five (5) market days prior to the price-fixing date. In accordance with the market-based principles AND THAT the new Shares to be allotted and issued shall, upon allotment and issuance, rank pari passu in all respects with the existing issued and paid-up GDEX Shares save and except that they shall not be entitled to any dividends, rights, allotment and/or any other distributions, the entitlement date of which is prior to the date of allotment of the new Shares AND THAT the Directors of the Company be and are hereby authorised to take all such necessary steps to give effect to the aforesaid Proposed Placement with full power to consent to and to adopt such conditions, variations, modifications and/or amendments in any manner as may be required or imposed by the relevant authorities in respect of the Proposed Placement and to deal with all matters relating thereto and to take all such steps and do all acts and things in any manner as they may deem necessary or expedient to implement, finalise and give full effect to the Proposed Placement.”

ORDINARY RESOLUTION 2

PROPOSED BONUS ISSUE OF UP TO 56,580,928 NEW GDEX SHARES (OR 51,437,208 NEW GDEX SHARES IF THE PROPOSED BONUS ISSUE IS IMPLEMENTED BEFORE THE PROPOSED PLACEMENT (WHICH IS THE SUBJECT OF ORDINARY RESOLUTION 1 HEREOF)), TO BE CREDITED AS FULLY PAID-UP, ON THE BASIS OF ONE (1) NEW GDEX SHARE FOR EVERY FOUR (4) EXISTING GDEX SHARES HELD ON AN ENTITLEMENT DATE TO BE DETERMINED AND ANNOUNCED LATER (“PROPOSED BONUS ISSUE”)

“THAT, subject to the approval-in-principle of Bursa Malaysia Securities Berhad for the listing of and quotation for up to 56,580,928 GDEX Shares (or 51,437,208 GDEX Shares should the Proposed Bonus Issue be implemented before the Proposed Placement (which is the subject of Ordinary Resolution 1)) to be issued hereunder (“Bonus Shares”), approval be and is hereby given for the Company to capitalise a total sum of up to RM5,658,093 from its share premium as elaborated in Section 2.2.2 of the Circular to shareholders dated 9 January 2006 AND THAT the Directors be and are hereby authorised to apply such sums and to issue the Bonus Shares, credited as fully paid-up, which are to be allotted to the shareholders of the Company whose names appear on the Record of Depositors of the Company at the close of business on the Entitlement Date (namely the date as at the close of business on which the shareholders must be registered in the Record of Depositors of the Company in order to be entitled to any dividends, rights, allotments and/or other distribution) to be determined and announced by the Directors, on the-basis of one (1) Bonus Share for every four (4) existing GDEX Shares held, fractions of a share to be dealt with by the Directors as they may deem fit AND THAT such Bonus Shares shall, upon allotment and issuance, rank pari passu in all respects with the then existing GDEX Shares save and except that they shall not be entitled to any dividends, rights, allotments, and/or other distributions, the entitlement date of which is prior to the date of allotment and issuance of the Bonus Shares AND THAT the Bonus Shares shall be treated for all purposes as an increase in the issued and fully paid-up share capital of the Company and not as income AND THAT the Directors of the Company be and are hereby authorized to take all such necessary steps to give effect to the aforesaid Proposed Bonus Issue with full power to consent to and to adopt such conditions, variations, modifications and/or amendments in any manner as may be required or imposed by the relevant authorities in respect of the Proposed Bonus Issue and to deal with all matters relating thereto and to take all such steps and do all acts and things in any manner as they may deem necessary or expedient to implement, finalise and give full effect to the Proposed Bonus Issue.”

By Order of the Board,
GD EXPRESS CARRIER BERHAD

Nuruluyun Binti Abdul Jabar (MIA 9113)
Woo Ying Pun (MAICSA 7001280)
Company Secretaries

Kuala Lumpur
9 January 2006

Notes:

1. A member of the Company who is entitled to attend and vote at this meeting is entitled to appoint a proxy or in the case of a corporation a duly authorised representative to attend and to vote in his stead.

2. When a member appoints two or more proxies, the appointments shall be invalid unless the proportions of the holding to be represented by each proxy is specified.

3. A proxy may but need not be a member of the Company and a member may appoint any person to be his proxy without limitation and the provision of Section 149(1)(a) and (b) of the Companies Act, 1965 shall not apply.

4. If the appointer is a corporation, the Form of Proxy must be executed under the common seal or the hand of an officer or attorney duly authorised.

5. The instrument appointing a proxy must be deposited at the Registered Office of the Company at Level 17, Menara Milenium. Jalan Damanlela, Pusat Bandar Damansara, 50490 Kuala Lumpur not less than 48 hours before the time set for the holding of the meeting or adjourned meeting.