Notice of Annual General Meeting:

1.	To receive and adopt the Directors’ Report and Accounts for the year ended December 31, 2003	Resolution 1
2.	To approve the payment of a gross final dividend of S$0.05 per share less income tax for the year ended December 31, 2003	Resolution 2
3.	To re-elect the following Directors, each of whom will retire by rotation pursuant to Article 93 of the Company’s Articles of Association and who, being eligible, will offer themselves for re-election: (a) K Shanmugam (independent member of Audit Committee) (b) Goh Geok Ling (c) Richard Hale OBE (independent member of Audit Committee)	Resolution 3 Resolution 4 Resolution 5
4.	To re-elect the following Directors, each of whom will retire pursuant to Article 99 of the Company’s Articles of Association and who, being eligible, will offer themselves for re-election: (a) Yong Ying-I (b) Dr Vichit Suraphongchai	Resolution 6 Resolution 7
5.	To re-appoint Tetsuro Kawakami, a Director, who will retire under Section 153(6) of the Companies Act, Cap. 50, to hold office from the date of this Annual General Meeting until the next Annual General Meeting	Resolution 8
6.	To approve the sum of S$675,321 as Directors’ Fees for the year ended December 31, 2003 (2002: $623,417)	Resolution 9
7.	To re-appoint KPMG as Auditors of the Company and authorise the Directors to fix their remuneration	Resolution 10

Special Business To consider and, if thought fit, to pass the following resolutions which will be proposed as Ordinary Resolutions:
8.	That authority be and is hereby given to the Directors of the Company to: (a) (i) issue shares in the capital of the Company (“shares”) whether by way of rights, bonus or otherwise; and/or   (ii) make or grant offers, agreements or options (collectively, “Instruments”) that might or would require shares to be issued, including but not limited to the creation and issue of (as well as adjustments to) warrants, debentures or other instruments convertible into shares,   at any time and upon such terms and conditions and for such purposes and to such persons as the Directors may in their absolute discretion deem fit; and       (b) (notwithstanding the authority conferred by this Resolution may have ceased to be in force) issue shares in pursuance of any Instrument made or granted by the Directors while this Resolution was in force,	Resolution 11
	provided that: (1) the aggregate number of shares to be issued pursuant to this Resolution (including shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution) does not exceed 50% of the issued share capital of the Company (as calculated in accordance with sub-paragraph (2) below), of which the aggregate number of shares to be issued other than on a pro rata basis to shareholders of the Company (including shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution) does not exceed 20% of the issued share capital of the Company (as calculated in accordance with sub-paragraph (2) below);     (2) (subject to such manner of calculation as may be prescribed by the Singapore Exchange Securities Trading Limited (“SGX-ST”)) for the purpose of determining the aggregate number of shares that may be issued under sub-paragraph (1) above, the percentage of issued share capital shall be based on the issued share capital of the Company as at the time this Resolution is passed, after adjusting for:   (i) new shares arising from the conversion or exercise of any convertible securities or share options or vesting of share awards which are outstanding or subsisting at the time this Resolution is passed; and         (ii) any subsequent consolidation or subdivision of shares; (3) in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of the Listing Manual of the SGX-ST for the time being in force (unless such compliance has been waived by the SGX-ST) and the Articles of Association for the time being of the Company; and     (4) (unless revoked or varied by the Company in General Meeting) the authority conferred by this Resolution shall continue in force until the conclusion of the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company is required by law to be held, whichever is the earlier.
9.	That: (a) approval be and is hereby given, for the purposes of Chapter 9 of the listing manual (“Chapter 9”) of the SGX-ST, for the Company, its subsidiaries and associated companies that are entities at risk (as that term is used in Chapter 9), or any of them, to enter into any of the transactions falling within the types of interested person transactions described in the Appendix to the Letter to Shareholders dated April 15, 2004 (the “Letter”) with any party who is of the class of interested persons described in the Appendix to the Letter, provided that such transactions are made on normal commercial terms and in accordance with the review procedures for such interested person transactions;     (b) the approval given in paragraph (1) above (the “Shareholders Mandate”) shall, unless revoked or varied by the Company in general meeting, continue in force until the conclusion of the next Annual General Meeting of the Company; and     (c) the Directors of the Company be and are hereby authorised to complete and do all such acts and things (including executing all such documents as may be required) as they may consider expedient or necessary or in the interests of the Company to give effect to the Shareholders Mandate and/or this Resolution.	Resolution 12
10.	That approval be and is hereby given to the Directors to: (a) offer and grant options in accordance with the provisions of the SembCorp Industries Share Option Plan (the “Share Option Plan”) and/or to grant awards in accordance with the provisions of the SembCorp Industries Performance Share Plan (the “Performance Share Plan”) and/or the SembCorp Industries Restricted Stock Plan (the “Restricted Stock Plan”) (the Share Option Plan, the Performance Share Plan and the Restricted Stock Plan, together the “Share Plans”); and     (b) allot and issue from time to time such number of shares of S$0.25 each in the capital of the Company as may be required to be issued pursuant to the exercise of options under the Share Option Plan and/or such number of fully paid shares as may be required to be issued pursuant to the vesting of awards under the Performance Share Plan and/or the Restricted Stock Plan     provided that the aggregate number of shares to be issued pursuant to the Share Plans shall not exceed 15% of the issued share capital of the Company from time to time.	Resolution 13
11.	To transact any other business

By Order of the Board

Linda Hoon Siew Kin
Group Company Secretary
April 15, 2004


Explanatory Notes:
Resolution 3 – if re-elected, K Shanmugam will remain as a member of the Audit Committee. K Shanmugam is an independent Director.

Resolution 5 – if re-elected, Richard Hale OBE will remain as a member of the Audit Committee. Richard Hale OBE is an independent Director.

Statement pursuant to Article 55 of the Articles of Association of the Company: Resolution 11 – is to empower the Directors to issue shares in the capital of the Company and to make or grant instruments (such as warrants or debentures) convertible into shares, and to issue shares in pursuance of such instruments, up to an amount not exceeding in total 50% of the issued share capital of the Company, with a sub-limit of 20% for issues other than on a pro rata basis to shareholders. For the purpose of determining the aggregate number of shares that may be issued, the percentage of issued share capital shall be based on the issued share capital of the Company at the time that Resolution 11 is passed, after adjusting for (a) new shares arising from the conversion or exercise of any convertible securities or share options or vesting of share awards which are outstanding or subsisting at the time that Resolution 11 is passed, and (b) any subsequent consolidation or subdivision of shares. Resolution 12 – is to renew the mandate to enable the Company, its subsidiaries and associated companies which are considered to be "entities at risk" within the meaning of Rule 904(2) of the listing manual of the Singapore Exchange Securities Trading Limited, in their ordinary course of businesses, to enter into categories of transactions with specified classes of the Company's interested persons, provided that such transactions are entered into on an arm's length basis and on normal commercial terms. Please see the Letter to Shareholders dated April 15, 2004 for details. Resolution 13 – is to empower the Directors to offer and grant options and/or grant awards and to issue shares in the capital of the Company pursuant to the SembCorp Industries Share Option Plan, the SembCorp Industries Performance Share Plan and the SembCorp Industries Restricted Stock Plan (collectively, the “Share Plans”) provided that the aggregate number of shares issued pursuant to the Share Plans shall not exceed 15% of the issued share capital of the Company for the time being.

Note: A member entitled to attend and vote at the Annual General Meeting is entitled to appoint not more than two proxies to attend and vote in his stead. A proxy need not be a member of the Company. Proxies must be lodged at the Registered Office of the Company not later than 48 hours before the time of the meeting.

Notice of Books Closure and Dividend Payment Date NOTICE IS HEREBY GIVEN that the Register of Members and Share Transfer Books of the Company will be closed from May 7, 2004 to May 10, 2004, both dates inclusive, to determine the shareholders’ entitlements to the proposed dividend. Duly completed transfers of shares received by the Company’s Share Registrar, M & C Services Private Limited at 138 Robinson Road #17-00, The Corporate Office, Singapore 068906, up to 5.00 pm on May 6, 2004 (the “Book Closure Date”) will be registered to determine shareholders’ entitlements to the proposed dividend. Subject as aforesaid, shareholders whose securities accounts with The Central Depository (Pte) Limited are credited with ordinary shares in the capital of the Company as at 5.00 pm on the Book Closure Date will be entitled to the dividend. The proposed dividend, if approved by the members at the Annual General Meeting, will be paid on May 21, 2004.