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OVERSEAS & GENERAL LIMITED (Incorporated in the Isle of Man under Companies Acts 1931 to 1993) A.R.B.N. 007 509 319 NOTICE OF EXTRAORDINARY GENERAL MEETING including EXPLANATORY MEMORANDUM, PROXY FORM / NOTICE OF DIRECTION The Notice convening the Extraordinary General Meeting of Overseas & General Limited (“O&G”) to be held at Eastin Hotel, Conference Room, Level 3, 13, Jalan 16/11, Pusat Dagang Seksyen 16, 46350 Petaling Jaya, Selangor, Malaysia on Friday, 30 November 2007 at 10.00 a.m. is set out on page 6 of this Explanatory Memorandum. A Form of Proxy/ Notice of Direction is enclosed which you are urged to complete and deposit at the Corporate Office of O&G on or before the date and time indicated below. The lodgment of the Form of Proxy/Notice of Direction will not preclude you from attending and voting in person should you subsequently wish to do so. This Explanatory Memorandum is dated 29 October 2007 Last day and time for lodging the Proxy Form/Notice of Direction : Wednesday, 28 November 2007 at 10.00 a.m. Date and time of Extraordinary General Meeting : Friday, 30 November 2007 at 10.00 a.m. Lawyers & Advisors

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OVERSEAS & GENERAL LIMITED

(Incorporated in the Isle of Man under Companies Acts 1931 to 1993) A.R.B.N. 007 509 319

NOTICE OF EXTRAORDINARY GENERAL MEETING

including

EXPLANATORY MEMORANDUM, PROXY FORM / NOTICE OF

DIRECTION

The Notice convening the Extraordinary General Meeting of Overseas & General Limited (“O&G”) to be held at Eastin Hotel, Conference Room, Level 3, 13, Jalan 16/11, Pusat Dagang Seksyen 16, 46350 Petaling Jaya, Selangor, Malaysia on Friday, 30 November 2007 at 10.00 a.m. is set out on page 6 of this Explanatory Memorandum. A Form of Proxy/ Notice of Direction is enclosed which you are urged to complete and deposit at the Corporate Office of O&G on or before the date and time indicated below. The lodgment of the Form of Proxy/Notice of Direction will not preclude you from attending and voting in person should you subsequently wish to do so.

This Explanatory Memorandum is dated 29 October 2007

Last day and time for lodging the Proxy Form/Notice of Direction

:

Wednesday, 28 November 2007 at 10.00 a.m.

Date and time of Extraordinary General Meeting

:

Friday, 30 November 2007 at 10.00 a.m.

Lawyers & Advisors

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INTERPRETATION AND GLOSSARY In this Notice of Meeting and Explanatory Memorandum, unless the context otherwise requires, the definitions below have the following meanings: “A$” and “cent” : Australian dollars and cent, the lawful currency of

Australia. “ASX” : Australian Stock Exchange Limited. “ASTM D6751” : The US Standard Specification for Biodiesel Fuel (B100)

Blend Stock for Distillate Fuels. This standard specifies the properties required for a fuel to be used in an engine without problems.

“Biodiesel” : Fatty Acid Methyl Ester (FAME) according to EN14214 or

equivalent standards “Blends” : Biodiesel can be blended with petroleum diesel at any

concentration in most modern engines. For example, a 20% Biodiesel blend is referred to as B20 and consist of 20% biodiesel and 80% petroleum diesel. Similarly, B5 refers to blend consisting of 5% Biodiesel and 95% petroleum diesel.

“Board” or “Directors” : The board of directors of Overseas & General Limited

(“O&G”). “Borrower” : P.T. Vision Renewable Fuels - the borrower of a Term

Loan facility of US$42.0 million provided by Export-Import Bank of Malaysia Berhad (“Exim Bank”) in accordance with its Letter of Offer dated 8 January 2007.

“Cimbria” : Cimbria Sket Gmbh “Class A Shares” : Voting Ordinary Shares of A$1 each which are quoted on

the ASX as Chess Depositary Interests (CDI) and on the CLOB International, Singapore, as scripless shares.

“Class B Shares” : Convertible Class B (Non-Voting) Ordinary Shares, with

a fixed dividend rate of 1% per annum, and a fixed conversion price payable of 5 cents per share for conversion to voting ordinary shares. These shares are not quoted on the ASX or CLOB International, Singapore. To be traded, these shares must be converted to Class A Shares.

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“CLOB International” : Central Limit Order Book (CLOB), an over-the-counter market introduced by the Singapore Stock Exchange Limited for the trading of securities of foreign-incorporated companies which are listed on foreign stock exchanges.

“Cloud Point” : The temperature at which small solid crystals are first

visually observed as the fuel cools. This is the most conservative measurement of cold flow properties

“CFPP” or “LTFT” : Cold Filter Plugging Point (CFPP) or Low Temperature

Filterability Test (LTFT) is the temperature at which a fuel will cause a fuel filter to plug due to fuel components, which have begun to crystallize or gel.

“Corporation Law” : Australian Corporation Law “IOM Companies Acts” : The Isle of Man Companies Acts 1931 - 2004 “Crude Palm Oil” or “CPO” : A vegetable oil derived from the oil palm fruit “Dumai Port” or “Port of Dumai”

: A deep sea port on the central coastline of Riau Province, Sumatra, Republic of Indonesia.

“EBT” : Earnings before Taxation. “EBIT” : Earnings Before Interest & Tax “EBITDA” : Earnings Before Interest, Tax, Depreciation &

Amortisation “EN 14214” : The European Community for Standardisation on FAME

quality standard to be used either as an automotive fuel for diesel engines at 100% concentration, or as an extender for automotive fuel for diesel engines, in accordance with the requirements of EN 590; the European automotive diesel standard.

“EXIM Bank” : Export-Import Bank of Malaysia Berhad “EU” : European Union “FAME” : Fatty Acid Methyl Ester, the compound family

description name for Biodiesel.

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“Feedstock” : Vegetable Oils (including but not limited to palm oil, coconut, soy, rapeseed, canola, sunflower and jatropha curcas) used as input to the biodiesel refining process.

“Glycerol” or “Glycerine” : A co-product of the biodiesel refining process, commonly

used in soaps and cosmetics. “IFRS” : International Financial Reporting Standards “Jatropha Curcas” : A drought-resistant perennial (called ‘jatropha’ or physic

nut) and grows well in marginal/poor soil. Its seed has an oil content of 37% and is used to produce the non-edible Jatropha oil, for making candles and soap, and as a feedstock for producing biodiesel.

“JME” : Jatropha Methyl Ester i.e. biodiesel produced from

Jatropha oil. “Listing Rules” : Official Listing Rules of the ASX. “O&G” : Overseas & General Limited. “O&G Group” : O&G and its subsidiaries. “Megapacific” : Megapacific Investment Limited, a company incorporated

in the Federal Territory of Labuan, Malaysia. “NPAT” : Net Operating Profit after Tax. “PME” : Palm Methyl Ester i.e. fatty acid methyl ester (Biodiesel)

produced from crude palm oil (CPO) or RBD Palm Olein. “PT Vision” or “VRF” : P.T. Vision Renewable Fuels, a 51%-controlled entity of

O&G, incorporated under the laws of the Republic of Indonesia.

“Republik Indonesia” : Republic of Indonesia “The Proposal” : The proposal to the shareholders of O&G to approve

O&G’s entry into the Biodiesel and related business and the construction of a 400,000 tons per annum Biodiesel plant (“Proposed Project”), to be financed by a Term Loan facility of US$42.0 million from Export-Import Bank of Malaysia (“Exim Bank”) to P.T. Vision Renewable Fuels (“PT Vision or VRF”), a 51% controlled entity of O&G.

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“Proposed Project” : The proposed construction of a 400,000 tons per annum capacity Biodiesel plant in Dumai Port, Riau Province, Sumatra, Republic of Indonesia.

“RBD Palm Olein” or “RBD” : A Refined, Bleached & Deodorised derivative of crude

palm oil. “RM” and “sen” : Ringgit Malaysia and sen Malaysia, the lawful currency of

Malaysia. “Rupiah” or “Rp” : Indonesian Rupiah, the lawful currency of the Republic of

Indonesia. “Shareholder” : A person whose name is entered in the register as the

registered holder of ordinary security in O&G. “Strategic Alliance” : The Strategic Alliance or Joint Venture Agreement to be

entered into between O&G and Megapacific Investment Limited ("Megapacific") to jointly undertake and engage in a Biodiesel and related business in Indonesia via P.T. Vision Renewable Fuels (“PT Vision”)

“TPA” or “tpa” : Tons per annum “US$” and “US Dollar” : The lawful currency of the United States of America.

Currency conversion rate at the close of business on 29 October 2007: A$1.0 = US$ 0.9214 US$1.0 = RM 3.3380 Euro 1 = US$ 1.4438

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OVERSEAS & GENERAL LIMITED

(Incorporated in the Isle of Man under Companies Acts 1931 to 1993) A.R.B.N. 007 509 319

NOTICE OF EXTRAORDINARY GENERAL MEETING NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of the shareholders of Overseas & General Limited (“O&G” or “Company”) will be held at Eastin Hotel, Conference Room, Level 3, 13, Jalan 16/11, Pusat Dagang Seksyen 16, 46350 Petaling Jaya, Selangor, Malaysia on Friday, 30 November 2007 at 10.00 a.m., or any adjournment thereof, for the purpose of considering and if thought fit, passing the following resolutions: SPECIAL RESOLUTION 1 - (CLASS B SHAREHOLDERS ONLY)

WAIVER OF THE RIGHT TO RECEIVE A FIXED DIVIDEND OF 1% PER CONVERTIBLE CLASS B (NON-VOTING) ORDINARY SHARES (“CLASS B SHARES”) OF A$1 EACH, PERTAINING TO THE REMAINING 23,903,576 CLASS B SHARES.

“That pursuant to Article 8.5 of the Company’s Articles of Association pertaining to variation or abrogation of rights of any class of shares in the Company, and subject to Ordinary Resolutions 1 & 2 being passed by voting Ordinary shareholders (“Class A shareholders”) of O&G, shareholders of the Class B shares hereby approve the variation of the terms of issue of the Class B shares whereby Class B shareholders agree to waive their right to receive a fixed dividend of 1% after 31 December 2007, following the extension of the expiry date of the Class B shares for a further 36 months to 31 December 2010.” ORDINARY RESOLUTION 1 - EXTENSION OF CONVERSION PERIOD FOR A FURTHER 36

MONTHS FROM 31 DECEMBER 2007 UNTIL 31 DECEMBER 2010 FOR CONVERSION OF CLASS B (NON-VOTING) ORDINARY SHARES TO VOTING CLASS A ORDINARY SHARES, WHICH CONVERSION SHALL BE MADE VIA PAYMENT OF 5 CENTS CONVERSION PRICE PER SHARE.

“That pursuant to Article 8.5 of the Company’s Articles of Association pertaining to variation or abrogation of rights of any class of shares in the Company and subject to Special Resolution 1 and Ordinary Resolution 2 being passed by the respective classes of shareholders of O&G, the Company hereby approves the extension of the conversion period for a further 36 months from 31 December 2007 until 31 December 2010 for conversion of Class B Ordinary shares to voting Class A ordinary shares at a conversion price of 5 cents per share.

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And that the directors of the Company be and are hereby authorised to give effect to the extension of 23,903,576 Class B shares for another 36 months until 31 December 2010.” ORDINARY RESOLUTION 2 - ALLOTMENT OF A TOTAL OF 12,000,000 CLASS B SHARES

OF A$1 EACH FROM 8,304,033, 3,079,138 and 616,829 CLASS B SHARES RESPECTIVELY OF POLARIS ALLIANCE LIMITED (“POLARIS”), QUANTUM LOGISTICS LIMITED (“QUANTUM’), AND RICHLAND RESOURCES LIMITED (“RICHLAND”), TO ALL EXISTING SHAREHOLDERS OF O&G (EXCLUDING POLARIS, QUANTUM, RICHLAND AND RELATED ENTITIES) IN PROPORTION TO THEIR CURRENT RESPECTIVE SHAREHOLDINGS OF CLASS A SHARES.

“That subject to the Special Resolution 1 and Ordinary Resolution 1 being passed by the respective class of shareholders of O&G, the Company hereby approves the allotment of a total of 12 million Class B shares of A$1 each from 8,304,033, 3,079,138 and 616,829 Class B shares held by Polaris, Quantum and Richland respectively, to all existing shareholders of O&G (excluding Polaris, Quantum, Richland and related entities). The allotment of the 12 million Class B shares shall be made in proportion to the current existing shareholding of Class A shareholders. And that the directors of the Company be and are hereby authorised to effect the allotment of 12 million Class B shares to all existing Class A shareholders of O&G in proportion to their existing current shareholding.” ORDINARY RESOLUTION 3 - ENTRY INTO THE BIODIESEL AND RELATED BUSINESS

AND CONSTRUCTION OF A 400,000 TONS PER ANNUM BIODIESEL PLANT (“PROPOSED PROJECT”), TO BE FINANCED BY A TERM LOAN FACILITY OF US$42.0 MILLION FROM EXPORT-IMPORT BANK OF MALAYSIA (“EXIM BANK”) TO P.T. VISION RENEWABLE FUELS (“PT VISION OR VRF”), A 51% CONTROLLED ENTITY OF O&G.

“That subject to approval of relevant authorities (where applicable), the Company hereby approves the entry to the biodiesel and related business and the construction of a 400,000 tonnes per annum biodiesel plant in Port Dumai, Indonesia, to be financed by a term loan facility of US$42.0 million from Exim Bank to PT Vision, O&G’s 51% controlled entity. And that the directors of P.T. Vision Renewable Fuels be and are hereby authorised to give effect to and implement the terms of the aforesaid Loan Facility Agreement to be signed with Exim Bank.”

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By Order of the Board SALLY MARGARET BOLTON Company Secretary Douglas, Isle of Man 29 October 2007 INTERDEPENDENCE OF RESOLUTIONS Special Resolution 1 and Ordinary Resolutions 1 & 2 are inter-dependent with each other and if either one is not passed, neither resolutions become effective. Thus, both Special Resolution 1 and Ordinary Resolutions 1 & 2 must be passed for O&G to proceed with the proposed transaction. Ordinary Resolution 3 is an independent resolution which is not related to Special Resolution 1 and Ordinary Resolutions 1 & 2. RECORD DATE The Record Date to identify security holders entitled to allotment of Class B shares pursuant to Ordinary Resolution 2, is determined to be 14 November 2007. PROXIES A shareholder entitled to attend and vote is entitled to appoint not more than 2 proxies to attend and vote instead of the shareholder. Where more than 1 proxy is appointed, each proxy must be appointed to represent a specified proportion of the shareholder’s voting rights. A proxy need not be a shareholder of O&G. NOTICE OF DIRECTION Registered holders of CHESS Depositary Interest (“CDIs”) have the right to direct CHESS Depositary Nominees Pty Ltd on how to vote with respect to resolutions described in the notice of meeting. If the direction and the instruction given by the CDI holder is certain, then the CHESS Depositary Nominees Pty Ltd will vote on the resolutions in accordance with instructions in the Notice of Direction. PROXY FORM / NOTICE OF DIRECTION A proxy form/notice of direction is enclosed. In order to be effective, the signed and completed proxy form/notice of direction must be received at the Corporate office of O&G at Unit 309, 3rd Floor, Block B Phileo Damansara 2, 15, Jalan 16/11, 46350 Petaling Jaya, Selangor, Malaysia, not less than 48 hours before the time of holding the meeting. CDI holders must deposit the Notice of Direction with Computershare Investor Services Pty Ltd. Please refer to instructions on the Notice of Direction.

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OVERSEAS & GENERAL LIMITED

(Incorporated in the Isle of Man under Companies Acts 1931 to 1993) A.R.B.N. 007 509 319

Board of Directors: Dr Marek Lubomski - Chairman Mr Leong Kian Ming – Executive Director Mr Frank Farrall – Non-Executive Director Mr Tan Say Heng – Non-Executive Director

Registered Office: 4 Finch Road Douglas, Isle of Man IM1 2PT British Isles

29 October 2007

To : The Shareholders of Overseas & General Limited (“O&G” or “Company”) Dear Sir/Madam, SPECIAL RESOLUTION 1 : WAIVER OF THE RIGHT TO RECEIVE A FIXED

DIVIDEND OF 1% PER CONVERTIBLE CLASS B (NON-VOTING) ORDINARY SHARES (“CLASS B SHARES”) OF A$1 EACH, PERTAINING TO THE REMAINING 23,903,576 CLASS B SHARES.

ORDINARY RESOLUTION 1 : EXTENSION OF CONVERSION PERIOD FOR A FURTHER

36 MONTHS FROM 31 DECEMBER 2007 UNTIL 31 DECEMBER 2010 FOR CONVERSION OF CLASS B (NON-VOTING) ORDINARY SHARES TO VOTING CLASS A ORDINARY SHARES, WHICH CONVERSION SHALL BE MADE VIA PAYMENT OF 5 CENTS CONVERSION PRICE PER SHARE.

ORDINARY RESOLUTION 2 : ALLOTMENT OF A TOTAL OF 12,000,000 CLASS B

SHARES OF A$1 EACH FROM 8,304,033, 3,079,138 and 616,829 CLASS B SHARES RESPECTIVELY OF POLARIS ALLIANCE LIMITED (“POLARIS”), QUANTUM LOGISTICS LIMITED (“QUANTUM’), AND RICHLAND RESOURCES LIMITED (“RICHLAND”), TO ALL EXISTING SHAREHOLDERS OF O&G (EXCLUDING POLARIS, QUANTUM, RICHLAND AND THEIR RELATED ENTITIES) IN PROPORTION TO THEIR CURRENT RESPECTIVE SHAREHOLDINGS OF CLASS A SHARES.

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ORDINARY RESOLUTION 3 : ENTRY INTO THE BIODIESEL AND RELATED BUSINESS AND CONSTRUCTION OF A 400,000 TONS PER ANNUM BIODIESEL PLANT (“PROPOSED PROJECT”), TO BE FINANCED BY A TERM LOAN FACILITY OF US$42.0 MILLION FROM EXPORT-IMPORT BANK OF MALAYSIA (“EXIM BANK”) TO P.T. VISION RENEWABLE FUELS (“PT VISION OR VRF”), A 51% CONTROLLED ENTITY OF O&G.

SPECIAL RESOLUTION 1 AND ORDINARY RESOLUTIONS 1 & 2 The Board of Directors of Overseas & General Limited (“O&G” or “Company”) is pleased to propose the restructure of the current shareholding of the Company’s Convertible Class B (Non-Voting) Ordinary Shares (“Class B shares”). The current composition of O&G’s paid up share capital consisting of Class A (Voting) Ordinary Shares and Class B (Non-Voting) Ordinary Shares, is as shown below: No of

Ordinary SharesPaid-up Share Capital (A$)

%

Class A Shares (Voting)

57,825,149

57,825,149

70.75

Class B shares (Non-Voting)

23,903,576

23,903,576

29.25

Total Paid-up Share Capital 81,728,725 81,728,725 100.0 The Class B shares were originally created in the years 2000 and 2001 when shareholders of O&G approved, amongst other matters, a proposal by the directors to carry out a capital reconstruction of the Company to improve its shareholders’ funds and net tangible assets backing per ordinary share, and a debt restructuring exercise. The proposal involved: The conversion of inter-company loan owed by O&G to its then parent Company, Land &

General Berhad (“LGB”), and Assumption by LGB of O&G’s bank borrowings which were secured by corporate

guarantees previously provided by LGB. The result of the capital reconstruction and debt restructuring exercises undertaken by O&G was the creation of 66,061,666 Class B shares and issue of a A$15 million Convertible Bond. O&G’s shareholders later approved the redemption of the A$15 million Convertible Bonds through a combination of cash settlement and the sale of O&G’s non-core assets to LGB. LGB subsequently divested its holdings of both Class A and Class B shares in O&G to a number of unrelated shareholders in 2004. Since then, Class B shareholders have given notice to the Company to convert a significant number of their Class B shares to Class A shares, resulting in only 23,903,576 Class B shares remaining unconverted as at the date of the EGM.

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These 23,903,576 Class B shares will, under the terms of issue of the Class B shares, expire on 31 December 2007 following the final dividend payable of 1% i.e. A$239,035.76. After this date, the Class B shares will remain on the O&G’s Balance Sheet as fully paid-up share capital but with no right to dividend. Class B shareholders are entitled to attend all general meetings of shareholders and be informed of all matters affecting the Company but shall not be entitled to vote at such meetings. Extension of Conversion period for Class B shares and waiver of dividend entitlement. The Board having duly considered the matter proposes to seek approval from shareholders to extend the period for conversion of the Class B shares for another 3 years up to and including 31 December 2010. In consideration of the extension to be granted by shareholders for conversion to Class A shares at a conversion price of 5 cents per share, the Board shall seek the approval of the Class B shareholders to waive any right to dividend entitlement during the period of extension following 31 December 2007 up to and including 31 December 2010. Re-allotment of 12 million Class B shares to all existing Class A shareholders. The Board has approached and secured the support of three substantial shareholders of the Company, viz., Polaris Alliance Limited (“Polaris”), Quantum Logistics Limited (“Quantum”) and Richland Resources Limited (“Richland”) for a proposal to re-allot 12 million Class B Shares held by them, to all existing voting Class A ordinary shareholders of O&G (excluding Polaris, Quantum, Richland and their related entities). RATIONALE FOR THE PROPOSAL UNDER SPECIAL RESOLUTION 1 AND ORDINARY RESOLUTIONS 1 AND 2. The Board is of the view that the proposal to be put to the shareholders of both Class A and Class B shares has the following advantages and benefits to all shareholders: a) It allows the Class B shareholders a new ‘lease of life’ of another 3 years for conversion

of their Class B shares to Class A (voting) ordinary shares; b) The conversion price of 5 cents which is payable upon conversion, will result in a cash

inflow of A$1,195,178.80 should all Class B shareholders choose to convert during the period of conversion.

c) There will be no cash drain on the Company as the 1% fixed dividend previously payable on the Class B shares will, subject to the approval of Special Resolution1 by Class B shareholders, be waived;

d) All Class A (voting) ordinary shareholders are now, following the passing of Ordinary Resolutions 1 & 2, also holders of Class B shares which they are entitled to convert at any time until 31 December 2010. It is envisaged that the conversion price of 5 cents per share would be considered as a ‘small price’ to pay in the future when the Company’s share price is trading at a higher price resulting from the performance of the Company’s proposed biodiesel project which is to be put to the shareholders for their approval (see Ordinary Resolution 3).

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e) The Board is of the view that the proposals under Special Resolution 1 and Ordinary Resolutions 1 & 2, are in the best interest of all shareholders concern as it provides an appropriate time frame for the shareholders of the remaining 23,903,576 Class B shares to convert their Class B (non-voting) ordinary shares to Class A (voting) ordinary shares. These would eventually result in the elimination of the Class B shares altogether through a process of conversion.

f) The re-allotment of 12 million Class B shares to all existing Class A voting Ordinary shareholders of O&G (excluding Polaris, Quantum, Richland and their related entities) would have the advantages of:

i. Giving all Class A shareholders to hold Class B shares and have the opportunity to convert these when the Company’s share price improves due to the performance of the proposed Biodiesel Project to be approve under Ordinary Resolution 3;

ii. Loyal shareholders of O&G are rewarded for their loyalty for holding to the company’s securities all these years when the Company is crafting new directions for its future;

iii. There will be no loss of capital as the paid-up share capital of the Company would be maintained at A$81,728,725.

EFFECTS OF THE PROPOSAL Paid Up Share Capital There is no effect on the total paid up share capital of the Company. The total paid-up share capital of O&G remains at A$81,728,725. Dilution on Existing Class A Shareholders Before the Re-

Allotment of 12 million Class

B shares

After the Re-Allotment of

12 million Class B shares

No of Class A Shares on issue at EGM date

57,825,149

57,825,149

No of Class A Shares on issue following Conversion of 12 million Class B Shares (which were re-allotted to Class A shareholders)

-

69,825,149

No of Ordinary Shares held by original Class A shareholders following Conversion of 12 million Class B Shares

57,825,149 69,825,149

Percentage of Votes held by original Class A shareholders

100% 100%

The re-allotment and conversion of 12 million Class B shares to Class A shares would have no diluting effect on the original Class A shareholders.

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Before the Conversion of

remaining 11,903,576 Class

B shares

After the Conversion of

remaining 11,903,576 Class

B shares

No of Class A Shares on issue at EGM date

57,825,149

57,825,149

No of Ordinary Shares held by original Class A shareholders following Conversion of 12 million Class B Shares

69,825,149

69,825,149

No of Class A Ordinary Shares on issue following Conversion of remaining 11,903,576 Class B shares

- 81,728,725

Percentage of Votes held by original Class A shareholders

100% 85.44%

The conversion of the remaining 11,903,576 Class B shares which were not re-allotted to all existing Class A shareholders, will have the effect of diluting existing Class A shareholders from 100% to 85.44%. Net Tangible Assets There is no immediate effect on the Net Tangible Asset (NTA) on the passing of Special Resolution 1 and Ordinary Resolutions 1 & 2. However, the net tangible asset would improve should all 23,903,576 million Class B shareholders convert to Class A shares within the extension period to 31 December 2010. The NTA would improve through a cash inflow of A$1,195,178.80 upon full conversion of all 23,903,576 million re-allotted Class B shares. The A$1,195,178.80 would be taken to the Share Premium Account. DIRECTORS’ RECOMMENDATION THE BOARD, AFTER CAREFUL DELIBERATIONS ON ALL ASPECTS OF THE PROPOSAL REPRESENTED BY SPECIAL RESOLUTION 1 AND ORDINARY RESOLUTIONS 1 AND 2, IS OF THE OPINION THAT THE PROPOSAL IS IN THE BEST INTEREST OF THE COMPANY. ACCORDINGLY, THE DIRECTORS RECOMMEND THAT SHAREHOLDERS OF O&G VOTE IN FAVOUR OF SPECIAL RESOLUTION 1 AND ORDINARY RESOLUTIONS 1 & 2 TO BE TABLED AT THE FORTHCOMING EXTRAORDINARY GENERAL MEETING.

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ORDINARY RESOLUTION 3 The Proposal under Resolution 3 was previously tabled for approval by shareholders of Overseas & General Limited (“O&G” or “Company”) at the Company’s Extraordinary General Meeting (EGM) held on 21 June 2007. At that EGM, the Board did not recommend for shareholders to vote in favour of the resolution due to concerns it had with the high prevailing prices of Crude Palm Oil (CPO). While the CPO price volatility remains unabated, emerging realities in the market for biodiesel and its co-products have mitigated the impact of the threat posed by the CPO prices. The Directors are now of the view that the emerging positive market developments will continue to favour the long term development of the biodiesel industry. Hence, the Board of Directors of O&G is pleased to announce that the Company proposes to enter and jointly engage in the Biodiesel and related business in Indonesia (“The Proposal”) via P.T. Vision Renewable Fuels (“PT Vision”), in a Strategic Alliance with Megapacific Investment Limited ("Megapacific"). 1. INTRODUCTION PT Vision, a company incorporated in the Republic of Indonesia, had on 17 January 2007, registered with and obtained approval from the Indonesian Ministry of Justice and Human Rights to legally commence operation as a duly incorporated entity in the Republic of Indonesia. PT Vision shall be the entity to establish a large scale 400,000 tons per annum multi-feedstock Biodiesel Plant at Port of Dumai, Riau Province, Sumatra, Republic of Indonesia. O&G anticipates the commissioning of Biodiesel Plant to occur by 1st Quarter of 2009. PT Vision’s strategy is to produce Biodiesel from its multi-feedstock biodiesel facility from the abundant feedstock of refined and crude palm oil (CPO) in Indonesia as well as from a non-edible oilseed called Jatropha Curcas (“Jatropha”). PT Vision intends to market and sell biodiesel produced from palm oil (i.e. palm methyl ester) and jatropha (jatropha methyl ester) to markets in the USA, EU and Asia Pacific. Further details of the Proposal are set out in the ensuing paragraphs.

2. DETAILS OF PROPOSAL The Proposal contemplated in the Strategic Alliance between O&G and Megapacific, will be for the two companies to jointly undertake and engage in a biodiesel and related business in Indonesia via P.T. Vision Renewable Fuels (“PT Vision”). PT Vision, a 51%-controlled entity of O&G, is incorporated in the Republic of Indonesia. It had, on 17 January 2007, been registered and obtained approval from the Indonesian Ministry of Justice and Human Rights to commence operation as a duly incorporated entity in the Republic of Indonesia.

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The current shareholding structure of PT Vision is as follows:-

O&G : 51 % shareholding Megapacific : 49 % shareholding

Under the Strategic Alliance between O&G and Megapacific, both the partners in the strategic alliance shall pool their resources to assist and / or secure the necessary raw materials feedstock, build alliances with plantation owners, securing off-takers for the finished product, provision of management & technical infrastructure, financial and corporate support and other assistance required to undertake the Biodiesel and related business. The Export-Import Bank of Malaysia Berhad (“EXIM Bank”) has, via its Letter of Offer dated 8 January 2007, committed to provide a term loan facility of up US$42.0 million or 85% of the project cost (whichever is lower) to P.T. Vision Renewable Fuels, the borrower, for the construction of a Biodiesel production plant. This facility is subject to a number of conditions precedent which include, inter alia, the following:

Approvals from the relevant Malaysian authorities (including the Central Bank of Malaysia’s Foreign Exchange Department);

Approvals, permits and licences from the relevant authorities in the Republic of Indonesia on the Proposed Project;

Legal Opinion from an independent solicitor in the Republic of Indonesia and Australia confirming that the Facility Agreement and all security and other documents, instruments and Contract(s) are valid, binding and legally enforceable against the Borrower and the security parties;

The paid-up capital of the borrower has been increased to US$12.0 million or its Indonesian Rupiah equivalent;

Documentary evidence of signed feedstock agreements with suppliers of Crude Palm Oil (CPO) or RBD Palm Olein;

Documentary evidence of signed off-take agreements with buyers for the Biodiesel; The term loan facility is also secured, inter alia, by the following: A 1st Legal Charge or its equivalent under the laws of the Republic of Indonesia over

the project land and building located in Indonesia. A Debenture by way of a 1st Fixed and Floating Charge or its equivalent under the

laws of the Republic of Indonesia over the present and future assets of the borrower. An assignment of rights & benefits over the Proposed Project including contracts,

guarantees, insurance policies etc.; A Corporate Guarantee from O&G up to 51% of the term loan facility; A Corporate Guarantee from Megapacific up to 49% of the term loan facility; An irrevocable and unconditional personal guarantee from a director of Megapacific

of up to 49% of the term loan facility.

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The estimated capital cost of the Biodiesel project is US$ 51.84 million. This is tabulated as follows: US$- Biodiesel Process Plant & detailed Engineering 25,500,000- Building 7,820,000- Tank Farm 6,590,000- Piping System 5,645,000- Site Development 3,845,000- Land Acquisition Cost 1,750,000- Trucks and Vehicles 350,000- Office & Laboratory Equipment 340,000- Estimated Capital Cost 51,840,000

3. RATIONALE FOR PROPOSAL The proposal will allow O&G to venture into an industry that has significant long-term market potential in Europe, the USA, South Asia and Asia Pacific. Europe now leads the world in the uptake of Biodiesel and enjoys a greater degree of legislative backing, distributor support and end user acceptance than anywhere else in the world. The European Biodiesel market has grown by more than 58% from 2001 to 2004 and is expected to grow rapidly in the next few years as many EU countries have introduced taxation incentives generally either via total or partial exemption from fuel excise duties or via introduction of mandatory blending quotas. The legislative environment arising from such fiscal and policy initiatives implies a guaranteed market for Biodiesel in EU member states. Further, an EU Directive (2003/30/EC) (The Bio-fuels Directive) which aimed at reducing carbon dioxide (CO2) emission in the transport sector by promoting the use of biofuels – including biodiesel – required EU member states to set indicative target of biofuels (and other renewable fuels) consumption in their respective markets. The reference value set for EU member states to target is 5.75% by December 2010. The impetus to meet the 5.75% target for transport fuels to be blended with renewable fuels – including biodiesel – by December 2010, provides scope for growth of the biodiesel market in the ensuing years to 2012. Industry analysts have estimated that if the target of 5.75% is to be met by December 2010, the EU will need about 16 million tones of Biodiesel. Other market drivers include long-term mandate for use of cleaner alternative fuels (such as biodiesel) eg. growing concerns on environmental pollutions, new global initiatives for reduction of CO2 emissions and its impact on climatic change, depletion of non-renewable sources of energy and rising crude oil prices are likely to drive substantial growth in consumption of biodiesel across the period to December 2010 and beyond. The directors believe the rapid development of markets in the USA, Europe and Asia, in particular; India and the People’s Republic of China; will continue over the next 3-5 years.

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By positioning the Biodiesel Plant in Dumai Port, Sumatra, Indonesia, PT Vision is located at the heart of CPO refining activities in Indonesia. Indonesia will overtake Malaysia as the largest palm oil producer in the world and Dumai Port is geographically well-placed for shipment to all biodiesel markets in Europe, the USA and Asia. The Company, through PT Vision, is also able to access the significant opportunities offered by the domestic plantation sector with its competitive labour rates, and to significantly complement its biodiesel activities via upstream development of Jatropha plantation. This opportunity for upstream development of Jatropha plantations will not only enhance security of feedstock supply but also integrates with the multi-feedstock biodiesel plant as its alternative source of feedstock supply. The Proposal envisaged both parties to the strategic alliance to draw on their inherent expertise, business networks and experience of the partners to build a renewable fuel business. It is the vision of the strategic alliance partners to build a world class Biodiesel plant for the production of palm methyl ester (PME) and jatropha methyl ester (JME) that meets both the European EN 14214 and the US ASTM D6751 standards. Barring any unforeseen circumstances, the proposed Biodiesel project is expected to contribute positively towards the earnings of the Company in future years. 4. LOCATION OF THE PLANT

PT Vision has identified a suitable land measuring 20,000 m2 within the Port of Dumai, Riau Province, Sumatra and is in the advance stage of finalising its acquisition of the leasehold property. An initial earnest deposit been paid to the Port Authority of Dumai. The balance of purchase price for the land shall be funded through the Term Loan from EXIM Bank pursuant to the terms of the Loan Facility Agreement. The site is surrounded by oil palm plantations, palm oil refinery mills which produce more than 540,000 tons of palm and palm kernel oil per annum and is adjacent to a deep water port capable of handling large ocean vessels.

Dumai Port

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The Directors believe that the location of the plant at Dumai Port affords a strong competitive advantage due to its close proximity to an existing supply of crude palm oil (CPO) and a deep water port that can facilitate further supply as well as large volume exports. Dumai Port handles close to 6 million tons of CPO exports per annum and by locating the biodiesel plant in Dumai, we are at the heart of CPO supply and enjoy savings of logistics and transportation cost as well as the inconvenience and contamination risks from numerous handling. The site affords sufficient space to build a 400,000 tons per annum Biodiesel plant and has an adjacent plot of another 23,000 m2 land available for PT Vision (if required) to increase the proposed plant capacity from 400,000 tons per year to at least 800,000 tons per year in the future. The land location details are as follows: - Right to use : 20 years and capable of extension for another 20 years

upon expiry of current term.

Description of lease : Statutory Leasehold under Indonesian Land Laws

Location : Dumai Port, Riau Province, Sumatra.

Area : 20,000 m2

Jurisdiction : Dumai Port Authority, Riau Province, Sumatra, Republic of Indonesia.

Proposed land usage facility : Erection of a 400,000 tpa Biodiesel PLant 5. CONSTRUCTION OF THE PLANT PT Vision is finalising contract negotiations with Cimbria Sket Gmbh (“Cimbria”) to supply the components for construction of the Biodiesel plant. Cimbria is head quartered in Magdeburg, Germany with proven technological expertise and a tradition of more than 100 years as a world-wide supplier of small and large-capacity plants used in the food and oleo-chemical industry to produce edible oil, glycerine, fatty acid and Biodiesel. Cimbria will commit to an agreed delivery schedule to ensure the planned commissioning of the plant by the 1st Quarter of 2009. PT Vision is finalising negotiation with an established engineering firm which will jointly undertake the Turn-key contract with Cimbria, for engineering & design, procurement, construction and installation of the 400,000 tpa Biodiesel production facility at Dumai Port, Riau Province, Indonesia. A Project Management Team is also being set up which will consist of an experienced firm of consulting engineers, specialising in the palm oil and oleo-chemical industry, in association with Rieckermann (Malaysia) Sdn. Bhd., as well as experienced members of PT Vision’s operations management.

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The Project Management Team will be given a comprehensive scope of work and shall be responsible for ensuring the completion of the Biodiesel production facility within the agreed time schedule. It is expected that construction of the Biodiesel plant will be completed by 4th Quarter of 2008 and full commissioning of the plant is expected to take place at the beginning of the 1st Quarter of 2009.

6. LICENCES AND APPROVALS O&G has obtained two (2) Biodiesel licences to enable the construction of two (2) plants from Badan Koordinasi Penanaman Modal (BKPM) of the Republic of Indonesia (Indonesia Foreign Investment Coordinating Board). 7. PORT FACILITIES AND INFRASTRUCTURE

Dumai Port is strategically located and lies on the eastern coast of Sumatra Island at the Malacca strait, one of the busiest straits plied by many major shipping lines to most major destinations in the world. It’s proximity to Port Klang and the Tanjung Pelepas Port (both in Malaysia) and the Port of Singapore, one of the largest and busiest trans-shipment port in the world, makes Dumai Port an ideal location for seaport activities, trans-shipment and other trading activities.

With 4 Biodiesel facilities currently being constructed in Dumai itself, Dumai is emerging as a Biodiesel hub of Indonesia due to its proximity to available inland feedstock supply and the advantages afforded by the convenient shipping routes along the Malacca Straits for feedstock supply and shipment to export destinations.

PT VISION

Project Owner

Turn-key Contractor, Technology Supply,

Fabrication, Installation and Commissioning

Project Management Team

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8. FEEDSTOCK AND OFFTAKES Feedstock Supply PT Vision has signed Feedstock Supply Agreements with CPO suppliers and participating oil palm refineries in Indonesia. Although the price of CPO has increased by more than 70% compared to its price level 12 months ago, palm oil is still a lower cost feedstock for biodiesel production when compared to rapeseed oil or soya oil. Notwithstanding the surge in CPO prices in the past 9 months, it is still typically priced at around US$100/ton less than soya oil and about US$300/ton less than rapeseed oil. The Directors are of the view that the CPO price will settle to a more sustainable level in the foreseeable 12 months. CPO prices in Indonesia are generally priced at a discount on prices traded on the Malaysian Derivative Exchange (Bursa Derivative Malaysia) or the Rotterdam Commodities Exchange. Furthermore, Indonesia is forecast to overtake Malaysia as the world’s top palm oil producer in 2007 with an estimated 17 million tones CPO output. CPO output from Indonesia is expected to increase to 18.4 million tonnes in 2008. (Source: Indonesian Palm Oil Association). The increased output coupled with an additional 300,000 hectares under oil palm cultivation in 2008, is expected to cool the current surge in CPO prices. Jatopha Oil In response to the recent price hike of CPO, PT Vision has intensified efforts to identify other alternative feedstock for its multi-feedstock biodiesel facility to be built in Dumai Port. PT Vision is currently negotiating with a supplier for a consistent supply of a significant quantity of Jatropha Oil for its biodiesel plant. PT Vision is also looking at entering into collaborative-ventures for commercial development of Jatropha Curcas plantations using high-yielding hybrid plants. Biodiesel produced from jatropha oil enjoys certain technical advantages in terms of lower Cloud Point or Cold Filter Plugging Point (CFPP) at lower temperatures. The Directors believe that PT Vision has sufficient feedstock supply for its 400,000 tpa multi-feedstock plant when it is commissioned in the 1st Quarter of 2009. Biodiesel Offtake PT Vision is currently in advance stages of negotiating Off-take Agreements with established players in the oil and fuel industry. The markets that PT Vision is targeting are: a. USA, particularly the Southern states of Texas, Florida and the West coastal state of

California. b. Europe, particularly Germany, France and / or UK c. Asia, particularly, India, China, Korea and Japan.

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9. FINANCIAL EFFECTS Share Capital

The Proposal will not have any effect on the issued and paid-up share capital of O&G as no new shares will be issued as consideration for the Proposal or the Proposed Project. Net Assets The Proposal would only have an effect on the consolidated net assets of O&G during 2007 to the extend that the project development cost and financial position of PT Vision are consolidated with O&G in accordance with the International Financial Reporting Standards (IFRS). Earnings

PT Vision is not expected to have any material effect on the earnings of the O&G for the financial year ending 31 December 2007. Barring any unforeseen circumstances, PT Vision is however expected to contribute positively towards the earnings of the O&G in 2009 and in future years. Financial Forecasts Based on a One-Plant model, the projected earnings after tax of the proposed Biodiesel project are as follows: US$ millions 2008F 2009F 2010F 2011F 2012FRevenue - 255.61 353.75 358.07 358.07EBITDA (0.68) 36.96 69.35 88.03 104.94Depreciation 0.18 3.52 3.52 3.52 3.52EBIT (0.86) 33.44 65.83 84.51 101.42Interest 0.44 3.01 3.76 3.37 2.71EBT (1.30) 30.43 62.07 81.14 98.71Tax - 8.15 17.38 20.28 24.68NPAT (1.30) 22.28 44.69 60.86 74.03Cumulative NPAT (1.30) 20.98 65.67 126.53 200.56F = Forecast Key assumptions:

i. Use of Multi-feedstock- Use of CPO and Jatropha Oil at prevailing market price. ii. Co-products, Palm Fatty Acid Distillates (PFAD) and Crude/Refined Glycerine sold at

prevailing market price; iii. 2009 at 75% production capacity and 2010 and beyond at 100% production capacity.

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10. RISK FACTORS

Shareholders of O&G are advised to carefully consider the following risk factors, (which may not be exhaustive) relevant to the Proposal and the Proposed Project: - Inherent business risks in the Biodiesel and oil palm industry The Proposed Project is predisposed to the risks inherent in the Biodiesel and palm oil industry. These risks include but are not limited to: changes in the global and regional economy, specifically the Indonesian economy, entry of new competitors, variations in the weather conditions, outbreak of diseases and pests, constraints in the labour supply, changes in law and tax regulations affecting the palm oil industry, rise in the costs of production, instability in commodity prices, changes in consumer tastes.

There can be no certainty that movements in any of these factors will not have a material adverse effect on the business operation and financial performance of PT Vision. Political, economic and regulatory considerations

O&G’s participation in the strategic alliance will cause its business, prospects, financial condition and level of profitability to be now subject, to a certain degree, to the developments in the economic, political and regulatory environment of Indonesia, where PT Vision operates. Such risks include, amongst others; changes in political administration, expropriation, nationalisation, risk of war, economic uncertainties, adverse changes in tax laws, and; foreign exchange regulations.

There can be no certainty that any adverse developments in the political, economic and regulatory environment of Indonesia will not have a material adverse effect on the business operations. Foreign exchange risks A weakening or strengthening of the US$, i.e. the operating currency of PT Vision, may impact the profits of PT Vision's business, in A$ terms, which will be equity accounted in O&G, or any cash inflows to be received by O&G from PT Vision. There can be no assurance that the fluctuations of the exchange rate will not adversely affect the financial position of O&G.

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Legislative or regulatory changes

Legislative or regulatory changes, including environmental, import and export, and property regulations or regulatory changes in relation to the products sold by PT Vision, could have an adverse impact on the Company.

Renewable fuels market The potential growth of the Biodiesel and bio-fuels markets and despite the enormous market demand relative to production, it is likely that, the market for green fuels may become increasingly competitive in future and PT Vision may face significant competition from competitors who may have greater capital and other resources and superior brand recognition than PT Vision or may be able to provide better services or adopt more aggressive pricing policies. 11. CONDITIONS OF THE PROPOSAL The proposed Strategic Alliance between O&G and Megapacific to jointly engage in a Biodiesel and related business and to undertake the Proposed Project of constructing a 400,000 tons per annum Biodiesel plant in Dumai Port, Sumatra Island, Republic of Indonesia is conditional upon the following: (i) Approval of shareholders of O&G; (ii) Approvals of relevant authorities in Indonesia; 12. DIRECTORS’ RECOMMENDATION THE BOARD, AFTER CAREFUL DELIBERATIONS ON ALL ASPECTS OF THE PROPOSAL, IS OF THE OPINION THAT THE PROPOSAL IS IN THE BEST INTEREST OF THE COMPANY. ACCORDINGLY, THE DIRECTORS RECOMMEND THAT SHAREHOLDERS OF O&G VOTE IN FAVOUR OF RESOLUTION 3 TO BE TABLED AT THE FORTHCOMING EXTRAORDINARY GENERAL MEETING. 13. EXTRAORDINARY GENERAL MEETING An Extraordinary General Meeting (EGM) of O&G, the notice of which is set out in the Explanatory Memorandum accompany this letter, will be held at Eastin Hotel, Conference Room, Level 3, 13, Jalan 16/11, Pusat Dagang Seksyen 16, 46350 Petaling Jaya, Selangor, Malaysia on Friday, 30 November 2007 at 10.00 a.m., or any adjournment thereof, for the purpose of considering and if thought fit, passing the resolutions proposed.

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If you are unable to attend and vote in person at the forthcoming EGM, you are requested to complete, sign and return the signed Proxy Form/Notice of Direction (completed in accordance with the instructions in that form) as soon as possible. In any event, the completed and signed Proxy Form must arrived at 3rd Floor, Unit 309, Block B Phileo Damansara 2, No. 15, Jalan 16/11, 46350 Petaling Jaya, Selangor, Malaysia not less than 48 hours before the time set for the meeting. The lodging of the Proxy Form will not preclude you from attending and voting in person at the meeting should you subsequently wish to do so. The completed and signed Notice of Direction must be deposited with Computershare Investor Services Pty. Ltd. not less than 48 hours before the time set for the meeting. 14. FURTHER INFORMATION Upon shareholders’ approval of Ordinary Resolution 3, and approval obtained from all relevant authorities, the Board of Directors will proceed to sign the Proposed Strategic Alliance Agreement with Megapacific Investment Limited and to effect the drawdown of the loan facility for undertaking the Proposed Project. I urge you to consider the matters in the Explanatory Memorandum and seek independent professional advice, if you have any doubt as to how to act. Yours faithfully FOR AND ON BEHALF OF THE BOARD OF DIRECTORS Marek Lubomski Leong Kian Ming Chairman Executive Director

OVERSEAS & GENERAL LIMITED PROXY FORM

I/We___________________________________________________________________________________________ of______________________________________________________________________________________________ as member/members of Overseas & General Limited (“O&G”) hereby appoint ________________________________________________________________________________________________ or failing him, the Chairman of the meeting as my/our proxy to vote for me/us and on my/our behalf, in accordance with the following directions or, if no directions have been given, as the proxy sees fit, at the extraordinary general meeting of O&G to be held at Eastin Hotel, Conference Room, Level 3, 13, Jalan 16/11, Pusat Dagang Seksyen 16, 46350 Petaling Jaya, Selangor, Malaysia on Friday, 30 November 2007 at 10.00 a.m. and any adjournment thereof. If no directions are given, the Chairman will vote in favour of all of the resolutions. FOR AGAINST ABSTAIN Special Resolution No.1 Ordinary Resolution No. 1 Ordinary Resolution No. 2 Ordinary Resolution No. 3

The details of the above resolutions are set out in the notice accompanying this proxy form. Please indicate with an “X” in the space provided how you wish your votes to be cast on the resolutions specified. OR If you do not wish to direct your proxy how to vote, please place a mark in this box

By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder will be disregarded because of the interest. The Chairman will vote in favour of all of the resolutions if no directions are given.

If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your shares are not to be counted in computing the required majority on a poll.

If more than one proxy is appointed, the proportion of voting rights this proxy represents is _______%

Signed this day of 2007

By:

Individuals and joint holders Companies (affix common seal if appropriate) Signature

Sole Director and Sole Company Secretary

Signature

Director / Company Secretary

Signature

Director

NOTES 1. You may appoint “The Chairman of the Meeting” as your proxy. 2. Where more than one proxy is appointed, insert the number of shares to be represented by

each proxy. If only one proxy is appointed, it will be assumed that the proxy is for all shares registered in the name of the member.

3. Unless executed under power of attorney (which power of attorney should be lodged in like manner as this proxy), a proxy form by a corporation must be executed under its common seal.

4. In the case of joint holders, this proxy form must be signed by any one holder. 5. To be effective, this proxy form must reach the Malaysian office of O&G at Unit 309, 3RD

Floor, Block B Phileo Damansara II, 15, Jalan 16/11, 46350 Petaling Jaya, Selangor, Malaysia not less than 48 hours before the time for holding the meeting.

6. For CDI holders please use the Notice of Direction form.

OVERSEAS & GENERAL LIMITED

Notice of Direction

[THIS FORM OF NOTICE OF DIRECTION IS TO BE COMPLETED BY REGISTERED HOLDERS OF CHESS DEPOSITARY INTERESTS (“CDI”)] I/We___________________________________________________________________________________________ of______________________________________________________________________________________________ as holder(s) of ____________________ Chess Depositary Interests(“CDIs”) of OVERSEAS & GENERAL LIMITED (“O&G”) hereby direct CHESS DEPOSITARY NOMINEES PTY LTD to vote for me/us in respect of all the CDIs held in my/our name(s) at the Extraordinary General Meeting to be held on Friday, 30 November 2007 at Eastin Hotel, Conference Room, Level 3, 13, Jalan 16/11, Pusat Dagang Seksyen 16,46350 Petaling Jaya, Selangor, Malaysia at 10.00 a.m. and at any adjournment of that meeting thereof. I/We direct Chess Depositary Nominees Pty Ltd to vote as follows: FOR AGAINST ABSTAIN Special Resolution No. 1 Ordinary Resolution No. 1 Ordinary Resolution No. 2 Ordinary Resolution No. 3

(Please insert an “X” in the appropriate boxes alongside the resolutions.)

Signature:________________________________

Date:____________________________________ NOTES TO CDI HOLDERS COMPLETING THIS FORM

1. YOU HAVE THE RIGHT TO DIRECT CHESS DEPOSITARY NOMINEES PTY LTD ON HOW TO VOTE WITH RESPECT TO THE RESOLUTIONS DESCRIBED IN THE NOTICE OF MEETING.

2. If you give a direction and the instructions in it are certain, then the CDIs will be voted by CHESS Depositary Nominees Pty Ltd in accordance with your instructions.

3. You or your attorney authorised in writing must date and sign this notice of direction. 4. In case of a corporation, the Notice of Direction must be signed under the common seal or signed on its

behalf by a duly authorized officer of the corporation. 5. You must deposit this Notice of Direction with Computershare Investor Services Pty Limited. Level 2,

45, St Georges Terrace, Perth, Western Australia 6000 not less than 48 hours before the time fixed for the Extraordinary General Meeting.

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