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CREATIVE TECHNOLOGY LTD

(Incorporated in the Republic of Singapore)
Company Registration Number: 198303359D
NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 26th Annual General Meeting of Creative Technology Ltd (“Creative” or the “Company”) will be held at 31 International Business Park, Creative Resource, Singapore 609921 on Friday, 31 October 2008 at 10.30 a.m. to transact the following business:-

AS ORDINARY BUSINESS

  1. To receive and adopt the Directors' Report and the Audited Accounts of the Company for the fiscal year ended 30 June 2008 and the Auditors' Report thereon.
  2. To re-elect the following Directors who will retire from the Board at the Annual General Meeting and, being eligible, offer themselves for re-election:

    (a) Mr. Tan Lip-Bu

    (b) Mr. Ng Kai Wa

  3. To approve Directors' fees of S$240,000 for the year ended 30 June 2008.
  4. To re-appoint Messrs PricewaterhouseCoopers as Auditors and to authorise the Directors to fix their remuneration.

AS SPECIAL BUSINESS

Ordinary Resolutions:

  1. General authority to issue Shares

    Pursuant to Section 161 of the Companies Act (Cap. 50) (the “Companies Act”), authority be and is hereby given to the Directors to issue such number of Shares (as defined below) in the Company at any time to such persons and upon such terms and conditions and for such purposes as the Directors may in their absolute discretion deem fit without having to first offer them to the Shareholders provided that the aggregate number of Shares to be issued pursuant to this Resolution does not exceed 25 per cent of the issued share capital of the Company at the relevant time.
  2. Authority to issue Shares pursuant to the exercise of options granted or to be granted under the Creative Technology (1999) Share Option Scheme

    Pursuant to Section 161 of the Companies Act, authority be and is hereby given to the Directors of the Company 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 or to be granted under the Creative Technology (1999) Share Option Scheme pursuant to and in accordance with the terms thereof.
  3. Authority to buy back Ordinary Shares of the Company

    Pursuant to Section 76C and 76E respectively of the Companies Act, the Directors of the Company be and are hereby authorised to make market purchases and off-market purchases from time to time of up to 10% of the issued ordinary share capital of the Company as at the date of this Resolution at the price of up to, but not exceeding the Maximum Price (as defined in the Appendix to this Notice of AGM (“Appendix”)), in accordance with the “Guidelines on Share Buy Backs” set out in the Appendix and in the case of offmarket purchases only, in accordance with the “Equal Access Scheme” set out in the Appendix, and this mandate shall, unless revoked or varied by the Company in general meeting, continue to be in force until the date that the next Annual General Meeting of the Company is held or is required to be held, whichever is the earlier.
  4. To transact any other business which may be properly transacted at an Annual General Meeting.

BY ORDER OF THE BOARD
NG KEH LONG
Company Secretary
Singapore
10 October 2008

NOTES:-

  1. 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 instead of him. A proxy need not be a member of the Company.
  2. All proxies should be lodged with the Company Secretary at the Company's registered office at 31 International Business Park, Creative Resource, Singapore 609921, not less than 48 hours before the time appointed for the Annual General Meeting or any adjournment thereof. Proxy forms sent to Creative's transfer agent must arrive at the transfer agent no later than 24 October 2008.
  3. Any proxy given pursuant to the solicitation may be revoked by the person giving it at any time before its use by delivering to the Company (Attention: Mr. Ng Keh Long, Company Secretary) a written notice of revocation or a duly executed proxy bearing a later date or by attending the meeting and voting in person.