BERHAD Company No.: 623177-A (Incorporated in under the Companies Act 1965)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Fifth (5th) Annual General Meeting of the Company will be held at the Auditorium, PROTON Centre of By Order of the Board Excellence, KM 33.8, Westbound Expressway, 47600 Subang Jaya, Darul Ehsan, Malaysia on Thursday, 28 August 2008 at 10.00a.m. for the following purposes: MOHD NIZAMUDDIN BIN MOKHTAR (LS NO. 006128) 1. To lay the Reports of the Directors and Auditors and the Audited Statement of Accounts for the Company Secretary year ended 31 March 2008; Shah Alam 6 August 2008 2. To elect the following Directors who retire in accordance with the Company’s Articles of Association:- NOTES: Article 104 1. A member of the Company entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and vote in his (i) Dato’ Mohammed Azlan Bin Hashim Ordinary Resolution 1 stead. A proxy may but need not be a member of the Company and the provision of Section 149(1)(b) of the Companies Act, 1965 shall (ii) Tuan Haji Abdul Jabbar Bin Abdul Majid Ordinary Resolution 2 not apply. 2. The instrument appointing a proxy must be in writing under the hands of the appointor or his attorney duly authorised in writing or, if such Article 111 appointor is a corporation, under its common seal or the hand of an officer or attorney duly authorised. If the Form of Proxy is signed under the hand of an officer duly authorised, it should be accompanied by a statement reading “signed as authorised officer under Authorisation (i) Datuk Zalekha Hassan Ordinary Resolution 3 Document which is still in force, no notice of revocation having been received”. If the Form of Proxy is signed under the attorney duly Article 139 authorised, it should be accompanied by a statement reading “signed under Power of Attorney which is still in force, no notice of revocation having been received”. A copy of the Authorisation Document or the Power of Attorney, which should be valid in accordance with the laws (i) Dato’ Haji Syed Zainal Abidin B Syed Mohamed Tahir Ordinary Resolution 4 of the jurisdiction in which it was created and is exercised, should be enclosed. 3. The maximum number of proxies that may be appointed is two. Where a member appoints more than one proxy, the appointment shall be 3. To approve the Directors’ fees for the year ended 31 March 2008. Ordinary Resolution 5 invalid unless he specifies the proportion of his shareholdings to be represented by each proxy.

4. To re-appoint Messrs PricewaterhouseCoopers as Auditors of the Company and to authorise the Ordinary Resolution 6 4. Where a member of the Company is an authorised nominee as defined under the Securities Industry (Central Depositories) Act 1991, it may appoint at least one proxy in respect of each securities account it holds with ordinary shares of the Company standing to the credit of Directors to fix their remuneration. the said securities account. 5. To transact any other ordinary business for which due notice has been given. Ordinary Resolution 7 Every appointment submitted by an authorised nominee as defined under the Securities Industry (Central Depositories) Act, 1991, must specify the CDS Account Number. 7. SPECIAL RESOLUTION 1 5. The instrument appointing the proxy must be deposited at the office of the Registrar, Tenaga Koperat Sdn Bhd, G-01, Ground Floor, Plaza Permata, Jalan Kampar, Off Jalan Tun Razak, 50400 not less than forty eight (48) hours before the time appointed PROPOSED adoption of new ARTICLES OF ASSOCIATION OF PROTON HOLDINGS for the meeting. BERHAD (“PROPOSED adoption”) 6. For the purpose of determining a member who shall be entitled to attend the Meeting, the Company shall be requesting Depository Sdn Bhd, in accordance with Article 67(b) of the Company’s Articles of Association and Section 34(1) of the Securities “THAT conditional upon the approvals of the relevant parties or authorities (if required) being Special Resolution 1 Industry (Central Depositories) Act, 1991 to issue a General Meeting Record of Depositors as at 20 August 2008. Only a depositor whose obtained, the Company be and is hereby authorised to adopt the revised Articles of Association name appears on the General Meeting Record of Depositors as at 20 August 2008 shall be entitled to attend the said meeting or appoint of the Company in the manner as set out in the Company’s Circular to Shareholders dated proxies to attend and/or vote on his stead. 6 August 2008)

AND THAT the Directors of the Company be and are hereby authorised to complete and give EXPLANATORY NOTES TO THE SPECIAL RESOLUTION:- effect to the Proposed Adoption and do all acts and things for and on behalf of the Company as they may consider necessary or expedient to give effect to the issue including but not limited Special Resolution 1 to assenting to any conditions imposed by any relevant authorities and effecting any requisite modifications, variations and / or amendments and all previous actions taken by the Company’s The proposed adoption of Special Resolution 1 is mainly to streamline the existing Articles of Association with the provisions in the Companies Board or any Director of the Board in connection with the Proposed Adoption are hereby Act, 1965 and the Listing Requirements of Bursa Malaysia Securities Berhad as have been amended from time to time and also to add clarity ratified”. to the Articles of Association of the Company.