General Announcement
Reference No MM-050407-62392

Submitting Merchant Bank	:	COMMERCE INTERNATIONAL MERCHANT BANKERS BERHAD
Company Name	:	INDUSTRIAL CONCRETE PRODUCTS BERHAD
Stock Name	:	ICP
Date Announced	:	07/04/2005


Type	:	Announcement
Subject	:	INDUSTRIAL CONCRETE PRODUCTS BERHAD ("ICP" OR "COMPANY") (I) PROPOSED ADOPTION OF NEW BYE-LAWS TO GOVERN THE EXISTING EMPLOYEE SHARE OPTION SCHEME ("ESOS") ("PROPOSED NEW BYE-LAWS"); AND (II) PROPOSED AMENDMENTS TO THE EXISTING ARTICLES OF ASSOCIATION ("ARTICLES") ("PROPOSED AMENDMENTS TO ARTICLES") (COLLECTIVELY, THE "PROPOSALS")

Contents :

1. INTRODUCTION

1.1 We refer to the announcement dated 25 February 2005 on the following proposals by ICP:

(i) proposed bonus issue of 29,298,742 new ordinary shares of RM1.00 each in ICP, to be credited as fully paid-up, on the basis of one (1) new ordinary share of RM1.00 each in ICP ("

ICP Share

") for every five (5) existing ICP Shares held on a date to be determined later ("

Proposed Bonus Issue

"); and

(ii) proposed share split into two (2) new ordinary shares of RM0.50 each in ICP for every one (1) existing ICP Share ("

Proposed Share Split

").

1.2 On behalf of ICP, Commerce International Merchant Bankers Berhad is pleased to announce that in conjunction with the Proposed Bonus Issue and Proposed Share Split, the Company proposes to implement the following:

(i) adoption of new Bye-Laws to govern the ESOS ("

Bye-Laws

"); and

(ii) amendments to certain provisions of the existing Articles.

2. DETAILS OF THE PROPOSALS

2.1 Proposed New Bye-Laws

ICP proposes to adopt new Bye-Laws to replace its existing Bye-Laws. The Proposed New Bye-Laws will allow ICP to simplify certain provisions in its existing Bye-Laws and allow the Company the flexibility to grant options to its Non-Executive Directors.

The existing Bye-Laws provide that the total number of new shares which may be made available under the ESOS shall not exceed 10% of the total number of ICP Shares in issue and paid-up at any one time and that the ESOS shall be in force for a period of ten (10) years commencing from 20 August 1999.

The Proposed New Bye-Laws will neither change the total number of new shares which may be made available under the ESOS nor change the duration of the ESOS.

2.2 Proposed Amendments to Articles

In conjunction with the Proposed New Bye-Laws, ICP proposes to amend Article 4(ii) of the Articles to allow for the allotment of shares to Non-Executive Directors under the ESOS ("

Proposed Article 4(ii) Amendment

").

In conjunction with the Proposed Share Split, ICP also proposes to amend Article 4 of the Articles to facilitate the implementation of the Proposed Share Split ("

Proposed Article 4 Amendment

").

3. EFFECTS OF THE PROPOSALS

The Proposals will not have any effect on the share capital, shareholdings of substantial shareholders, earnings and consolidated net tangible assets of ICP.

4. APPROVALS REQUIRED

The Proposals are subject to the approval of the shareholders of ICP at an extraordinary general meeting ("

EGM

") to be convened.

5. DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS' INTERESTS

The Non-Executive Directors of ICP are deemed interested in the Proposed New Bye-Laws and Proposed Article 4(ii) Amendment. Accordingly, the Non-Executive Directors of ICP will abstain from voting in respect of their direct and indirect shareholdings in ICP at the EGM to be convened and they will undertake to ensure that persons connected to them, if any, will abstain from voting in respect of their direct and indirect shareholdings in ICP at the EGM to be convened pertaining to the Proposed New Bye-Laws and Proposed Article 4(ii) Amendment.

The Executive Directors of ICP are deemed interested in the Proposed New Bye-Laws. Accordingly, the Executive Directors of ICP will abstain from voting in respect of their direct and indirect shareholdings in ICP at the EGM to be convened and they will undertake to ensure that persons connected to them, if any, will abstain from voting in respect of their direct and indirect shareholdings in ICP at the EGM to be convened pertaining to the Proposed New Bye-Laws.

The Directors of ICP are not aware of any substantial shareholders and/or persons connected to the substantial shareholders of ICP who has any interest, directly or indirectly, in the Proposals.

6. STATEMENT BY THE BOARD

The Directors of ICP are of the opinion that the Proposed Article 4 Amendment is in the best interest of the Company.

The Executive Directors are of the opinion that the Proposed Article 4(ii) Amendment is in the best interest of the Company. The Executive Directors of ICP are interested in the Proposed New Bye-Laws and therefore have abstained from expressing an opinion and making any recommendation to shareholders on the Proposed New Bye-Laws.

The Non-Executive Directors of ICP are interested in the Proposed New Bye-Laws and Proposed Article 4(ii) Amendment and therefore have abstained from expressing an opinion and making any recommendation to shareholders on the Proposed New Bye-Laws and Proposed Article 4(ii) Amendment.

This announcement is dated 7 April 2005.