MULTIVISION INTELLIGENT SURVEILLANCE LIMITED

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of MULTIVISION INTELLIGENT SURVEILLANCE LIMITED (the "Company") will be held at Orchard Hotel, 442 Orchard Road, Singapore 238879 on Wednesday, 27 August 2003 at 2.30 pm for the following purposes:

AS ORDINARY BUSINESS

1. To receive and adopt the Directors' Report and Audited Accounts of the Company for the financial year ended 31 March 2003 together with the Auditors' Report thereon.
(Resolution 1)

2. To re-elect the following Directors retiring pursuant to Bye-law 107(A) of the Bye-laws of the Company:

Mr Terence Luk Chung Po (Resolution 2)
Mr Vincent Lin Ming Sheng (Resolution 3)
Mr Louis Mak Fuk Sang (Resolution 4)
Mr Dennis Li Kin Keung (Resolution 5)
Mr Cheong Chow Yin (Resolution 6)
Professor Francis Chin Yuk-Lun (Resolution 7)

Mr Cheong Chow Yin and Professor Francis Chin Yuk-Lun will, upon re-election as Directors of the Company, remain as members of the Audit Committee and will be considered independent for the purposes of Rule 704(8) of the Listing Manual of the Singapore Exchange Securities Trading Limited.

3. To approve the payment of Directors' fees of HK$150,000.00 for the financial period ended 31 March 2003.
(Resolution 8)

4. To re-appoint Messrs KPMG as the Company's Auditors and to authorise the Directors to fix their remuneration.
(Resolution 9)

5. To transact any other ordinary business which may properly be transacted at an Annual General Meeting.

AS SPECIAL BUSINESS

To consider and if thought fit, to pass the following resolutions as Ordinary Resolutions, with or without any modifications:

6. Authority to allot and issue shares up to fifty per cent. (50%) of issued capital

"That, pursuant to Rule 806(2) of the Listing Manual of the Singapore Exchange Securities Trading Limited, authority be and is hereby given to the Directors to:-

(a) allot and issue shares in the Company; and
(b) issue convertible securities and any shares in the Company pursuant to convertible securities

(whether by way of rights, bonus or otherwise) at any time and upon such terms and conditions and for such purposes and to such persons as the Directors shall in their absolute discretion deem fit, provided that the aggregate number of shares (including any shares to be issued pursuant to the convertible securities) in the Company to be issued pursuant to such authority shall not exceed fifty per cent. (50%) of the issued share capital of the Company for the time being and that the aggregate number of shares in the Company to be issued other than on a pro-rata basis to the then existing shareholders of the Company shall not exceed twenty per cent. (20%) of the issued share capital of the Company for the time being. Unless revoked or varied by the Company in general meeting, such authority shall continue in full force until the conclusion of the next Annual General Meeting of the Company or the date by which the next Annual General Meeting is required by law or by the Company's Bye-laws to be held, whichever is earlier, except that the Directors shall be authorised to allot and issue new shares pursuant to the convertible securities notwithstanding that such authority has ceased.
For the purposes of this Resolution and Rule 806(3) of the Listing Manual, the percentage of issued share capital is based on the issued share capital of the Company at the time this Resolution is passed after adjusting for:-
(i) new shares arising from the conversion of convertible securities or employee share options on issue when this Resolution is passed; and

(ii) any subsequent consolidation or subdivision of shares." [See Explanatory Note (i)]
(Resolution 10)

7. Authority to grant options and issue shares under the MultiVision Employee Share Option Scheme

"That the Directors be and are hereby empowered to grant options, and to allot and issue from time to time such number of shares as may be required to be issued pursuant to the exercise of options granted under the MULTIVISION Employee Share Option Scheme (the "Scheme") provided always that the aggregate number of shares in respect of which such options may be granted and which may be issued pursuant to the Scheme shall not exceed fifteen per cent. (15%) of the issued share capital of the Company from time to time." [See Explanatory Note (ii)]
(Resolution 11)

8. Renewal of shareholders' mandate for interested person transactions

"That:-

(a) approval be and is hereby given for the purposes of Rule 920 of the Listing Manual of the Singapore Exchange Securities Trading Limited, for the Company and its subsidiaries or any of them to enter into any of the recurrent revenue transactions falling within the categories of interested person transactions set out in the appendix (the "Appendix") to the Annual Report of the Company dated 5 August 2003 (the "Appendix") with any party who is of the classes of interested persons described in the Appendix, and that such approval shall, unless revoked or varied by the Company in general meeting, continue in force until the next Annual General Meeting of the Company; and
(b) 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 this Resolution." [See Explanatory Note (iii)]
(Resolution 12)

By Order of the Board

Mak Tin Sang
Raymond Tong Wei Min
Company Secretaries

Singapore, 5 August 2003

Explanatory Notes:

(i) The Ordinary Resolution 10 proposed in item 6 above, if passed, will empower the Directors from the date of the above Meeting until the date of the next Annual General Meeting, to allot and issue shares and convertible securities in the Company. The aggregate number of shares (including any shares issued pursuant to the convertible securities) which the Directors may allot and issue under this Resolution will not exceed fifty per cent. (50%) of the issued share capital (as defined in Resolution 8) of the Company. For issues of shares other than on a pro rata basis to all shareholders, the aggregate number of shares to be issued shall not exceed twenty per cent. (20%) of the issued share capital (as defined in Resolution 8) of the Company. This authority will, unless previously revoked or varied at a general meeting, expire at 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. However, notwithstanding the cessation of this authority, the Directors are empowered to issue shares pursuant to any convertible securities issued under this authority.

(ii) The Ordinary Resolution 11 proposed in item 7 above, if passed, will empower the Directors of the Company, to grant options and to allot and issue shares upon the exercise of such options in accordance with the Scheme.

(iii) The Ordinary Resolution 12 proposed in item 8 above, if passed, will empower the Directors of the Company to continue to enter into recurrent revenue transactions with interested persons. This authority will, unless previously revoked or varied by the Company at a general meeting, expire at the conclusion of the Company's next Annual General Meeting.

Notes:

1. If a member being a depositor whose name appears in the Depository Register (as defined in the Bye-laws of the Company) wishes to attend and vote at the Annual General Meeting, then he/it should complete the Proxy Form and deposit the duly completed Proxy Form at the office of the Company's Singapore Share Transfer Agent, Lim Associates (Pte) Ltd at 10 Collyer Quay #19-08, Ocean Building, Singapore 049315, at least 48 hours before the time of the Annual General Meeting.

2. If a depositor wishes to appoint a proxy/proxies, then the Proxy Form must be deposited at the office of the Company's Singapore Share Transfer Agent, Lim Associates (Pte) Ltd at 10 Collyer Quay #19-08, Ocean Building, Singapore 049315, at least 48 hours before the time of the Annual General Meeting.

Submitted by Mak Fuk Sang, Executive Director on 5 August 2003 to the SGX

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