NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of Inno-Pacific Holdings Ltd (the “Company”) will be held at 70 Shenton Way #03-02 Marina House Singapore 079118 on 20 August 2004 at 10.00 a.m., for the purpose of considering and, if thought fit, passing the following ordinary resolution, with or without any modifications:-

ORDINARY RESOLUTION:- The Company and its subsidiaries, Shakey’s, Incorporated and Shakey’s of California be and are hereby authorized to sell, transfer or otherwise dispose of the Sale Assets (as defined in the Circular accompanying this Notice) to The Jacmar Companies, Shakey’s Restaurants Franchising Company, LLC and Jacmar Covina, LLC for an aggregate consideration of US$4,500,000.


By Order of the Board

Tan Tiong Heng
Jennifer Lee Siew Jee
Company Secretaries
4 August 2004
Singapore

Notes:-
(1) A Shareholder entitled to attend and vote at a meeting of the Company is entitled to appoint one or more proxies to attend and vote in his stead. A proxy need not be a Shareholder of the Company.

(2) Where a Shareholder appoints two proxies, the Company may treat the appointment as invalid unless the Shareholder specifies the proportion of his shareholding (expressed as a percentage of the whole) to be represented by each proxy.

(3) The instrument appointing a proxy or proxies must be deposited at the Company’s registered office at 70 Shenton Way #03-02 Marina House Singapore 079118 not less than 48 hours before the time appointed for holding the Extraordinary General Meeting.

(4) The instrument appointing a proxy or proxies must be under the hand of the appointor or his attorney duly authorized in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either under its seal or under the hand of an officer or attorney duly authorised.


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