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NOTICE IS HEREBY GIVEN that the annual general meeting of shareholders of Public
Financial Holdings Limited (the “Company”) will be held at Kowloon Room 1, Mezzanine
Floor, Kowloon Shangri-La Hotel, 64 Mody Road, Tsimshatsui East, Kowloon, Hong Kong
on Tuesday, 19 February 2008 at 10:00 a.m. for the following purposes:

As Ordinary Business:

1. To receive and consider the audited financial statements and the reports of the
directors and the auditors for the year ended 31 December 2007.

2. To re-elect directors and to authorise the Board of Directors to fix directors’
remuneration.

3. To re-appoint Messrs. Ernst & Young as auditors and to authorise the Board of
Directors to fix their remuneration.

As Special Business:

Ordinary Resolutions

4. To consider and, if thought fit, pass the following resolution as an Ordinary
Resolution:

“THAT:

(a) subject to the following provisions of this Resolution, the exercise by the
directors of the Company during the Relevant Period (as defined below) of all
the powers of the Company to allot, issue and deal with additional shares in
the capital of the Company, and to make or grant offers, agreements or options
which would or might require the exercise of such powers, subject to and in
accordance with all applicable laws, be and is hereby generally and
unconditionally approved to the exclusion of any existing specific authority;

(b) the approval in paragraph (a) of this Resolution shall authorise the directors of
the Company during the Relevant Period to make or grant offers, agreements
or options which would or might require the exercise of such powers after the
end of the Relevant Period;





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(c) the aggregate nominal amount of share capital allotted or agreed conditionally
or unconditionally to be allotted (whether pursuant to an option or otherwise)
by the directors of the Company pursuant to the approval in paragraph (a) of
this Resolution, otherwise than pursuant to (i) a Rights Issue; (ii) the exercise
of warrants, if any, to subscribe for shares of the Company or the exercise of
options granted under any share option scheme adopted by the Company; (iii)
an issue of shares of the Company in lieu of the whole or part of a dividend on
shares of the Company in accordance with the Company’s bye-laws; or (iv) an
issue of shares made pro rata to holders of shares in the Company on a fixed
record date, shall not exceed 20% of the aggregate nominal amount of the
issued share capital of the Company as at the date of the passing of this
Resolution and the said approval shall be limited accordingly; and

(d) for the purpose of this Resolution:

“Relevant Period” means the period from the date of the passing of this
Resolution until whichever is the earliest of:

(i) the conclusion of the next annual general meeting of the Company;

(ii) the expiration of the period within which the next annual general
meeting of the Company is required by any applicable law or the bye-
laws of the Company to be held; or

(iii) the revocation or variation of the authority given under this Resolution
by an ordinary resolution of the shareholders of the Company in
general meeting.

“Rights Issue” means an offer of shares open for a period fixed by the directors
of the Company to the holders of shares on the register of members of the
Company on a fixed record date in proportion to their then holdings of such
shares (subject to such exclusions or other arrangements as the directors of the
Company may deem necessary or expedient in relation to fractional
entitlements or having regard to any restriction or obligation under the laws of,
or the requirements of any recognised regulatory body or any stock exchange
in, any territory outside Hong Kong).”

5. To consider and, if thought fit, pass the following resolution as an Ordinary
Resolution:

“THAT:

(a) the exercise by the directors of the Company during the Relevant Period (as
defined below) of all the powers of the Company to repurchase shares of
HK$0.10 each in the capital of the Company on ”

6. To consider and, if thought fit, pass the following resolution as an Ordinary
Resolution:

“THAT, subject to the passing of Ordinary Resolutions Nos. 4 and 5 as set out in this
notice of annual general meeting, the general mandate granted to the directors of the
Company to exercise the powers of the Company to allot shares be and is hereby
extended by the additions to the aggregate nominal amount of share capital which may
be allotted or agreed conditionally or unconditionally to be allotted by the directors of
the Company pursuant to such general mandate of an amount representing the
aggregate nominal amount of shares in the Company repurchased by the Company
under the authority granted pursuant to Ordinary Resolution No. 5 set out in this
notice of annual general meeting, provided that such amount shall not exceed 10% of
the aggregate nominal amount of the issued share capital of the Company as at the
date of the passing of this Resolution.”

By Order of the Board
Tan Yoke Kong
Company Secretary
Hong Kong, 28 January 2008



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Notes:

1. The register of members will be closed from Friday, 15 February 2008 to Tuesday, 19
February 2008, both days inclusive, during which period no transfer of shares will be
registered. In order to be entitled to attend and vote at the forthcoming annual general
meeting, all transfers accompanied by the relevant share certificates must be lodged
with the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited at
26/F, Tesbury Centre, 28 Queen's Road East, Wanchai, Hong Kong for registration no
later than 4:30 p.m. on Thursday, 14 February 2008.

2. A member entitled to attend and vote at the above meeting is entitled to appoint one or
more proxies to attend and vote on his behalf. A proxy need not be a member of the
Company. In order to be valid, proxies in the prescribed form must be lodged with
the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited at 26/F,
Tesbury Centre, 28 Queen's Road East, Wanchai, Hong Kong, no later than 48 hours
before the time appointed for holding the meeting.

3. Concerning Resolution No. 4 of this notice, approval is being sought from members
for a general mandate to authorise allotment of shares in the capital of the Company in
order to give flexibility to the directors in the event it becomes desirable to issue any
additional shares of the Company. The directors have no immediate plan to issue any
new shares of the Company pursuant to such approval.

4. Concerning Resolution No. 5 of this notice, approval is being sought from members
for a general mandate to be given to the directors to repurchase shares.

5. Concerning Resolution No. 6 of this notice, approval is being sought from members
for an extension of the general mandate sought to be granted to the directors of the
Company to allot shares by adding to it the number of shares which shall have been
repurchased under the authority granted pursuant to Resolution No. 5 of this notice.

6. An explanatory statement containing the information regarding Resolution No. 5 of
this notice is contained in the circular accompanying this notice.

As at the date of this announcement, the Board of Directors of the Company comprises Tan
Sri Dato' Sri Dr. Teh Hong Piow, Dato' Sri Tay Ah Lek, Dato' Chang Kat Kiam and Mr.
Wong Kong Ming as Non-executive Directors, Mr. Tan Yoke Kong and Mr. Lee Huat Oon as
Executive Directors, and Tan Sri Dato’ Thong Yaw Hong, Dato' Yeoh Chin Kee and Mr Lee
Chin Guan as Independent Non-executive Directors.