China XLX Fertiliser Ltd

NOTICE OF ANNUAL GENERAL MEETINGExplanatory Notes on Special Business to be transacted: -1. The Ordinary Resolution 7 is to authorise the Directors of the Company from the date of the above Meeting until the nextAnnual General Meeting to issue shares and convertible securities in the Company of which (a) the aggregate numberof shares (including shares to be issued in pursuance of convertible securities granted) by way of a rights issue does notexceed 100% of the total number of issued shares excluding treasury shares, (b) the aggregate number of shares ( includingshares to be issued in pursuance of convertible securities granted) to be issued on a pro rata but non-renounceable basis toshareholders of the Company does not exceed 50% of the total number of issued shares excluding treasury shares, and (c)the aggregate number of shares (including shares to be issued in pursuance of convertible securities granted) to be issuedother than on a pro rata basis to shareholders of the Company does not exceed 20% of the total number of issued sharesexcluding treasury shares provided always the aggregate number of shares (including shares to be issued in pursuance ofconvertible securities granted) under (a), (b) and (c) shall not exceed 100% of the total number of issued shares excludingtreasury shares.The increased limit of up to 100% for renounceable rights issue will be effective up to 31 December 2010 pursuant to SGX-ST’s notification dated 19 February 2009 and the increased limit is subject to the conditions that the issuer makes periodicannouncements on the use of the proceeds as and when the funds are materially disbursed and provides a status report onthe use of proceeds in the annual report.2. In Ordinary Resolution 8, the increase in the discount limit of up to 20% for the issue of shares on a non-pro rata issuebasis is effective up to 31 December 2010 pursuant to SGX-ST’s notification dated 19 February 2009.Note:-A member of the Company entitled to attend and vote at the above meeting may appoint not more than two proxies to attendand vote on his behalf and such proxy need not be a member of this Company. The instrument appointing a proxy must belodged at the Registered Office of the Company at 333, North Bridge Road, #08-00 KH KEA Building, Singapore 188721, not lessthan 48 hours before the Meeting.Notice of Books Closure Date and Dividend Payment DateNOTICE IS HEREBY GIVEN that the Share Transfer Books and Register of Members of the Company will be closedfrom 11 May 2009 after 5.00 p.m. to 13 May 2009, both dates inclusive, for the purpose of determining theMembers’ entitlements to the dividends to be proposed at the Annual General Meeting of the Company to beheld on 27 April 2009.Duly completed transfers in respect of shares in the Company received up to close of the business at 5.00 p.m. on11 May 2009 by the Company’s Share Registrar, KCK CorpServe Pte. Ltd., 333 North Bridge Road KH KEA Building#08-00, Singapore 188721 will be registered to determine Members’ entitlements to such dividend. Memberswhose Securities Accounts with The Central Depository (Pte) Limited are credited with shares of the Company as at5.00 p.m. on 11 May 2009 will be entitled to such proposed dividend.The dividend, if approved at the Annual General Meeting, will be paid on 26 May 2009.By Order of the BoardMs Foo Soon SooMr Jeremy Cheah Soon AnnJoint Company SecretariesSingapore, 11 April 2009Annual Report 200892