2000

POWER CHIPS PUBLIC LIMITED COMPANY

NOTICE OF ANNUAL MEETING OF MEMBERS

NOTICE IS HEREBY GIVEN, that the annual meeting of MEMBERS of POWER CHIPS plc will be held at Suite 3 C, Centre Plaza, Horse Barrack Lane, Gibraltar on Wednesday, on 6 September 2000 at the hour of 18:00 (Gibraltar Time) following the conclusion of the Borealis Exploration Limited and the Cool Chips plc Annual Meetings for the following purposes:
  1. To elect 3 Directors, for staggered 3 year terms.
  2. To appoint auditors for the year ending 31 March 2001.
  3. To table the financial statements for the year ended 31 March 2000.
  4. To consider and vote on the proposed Memorandum of Association and Articles of Association copy of which are included in this mailing.
  5. To approve and ratify all acts and resolutions of the Board of Directors since the last annual meeting of shareholders of the Company.
  6. To transact further and other business as may properly come before the meeting.

Details of the above items are contained in the accompanying information circular.

Dated 21 August 2000.

By Order of the Board of
Power Chips plc

Rodney T. Cox, Ph.D.
CEO/Chairman of the Board

Isaiah W. Cox, A.B.
President/COO

MEMBERS WHO ARE UNABLE TO ATTEND THE MEETING IN PERSON ARE REQUESTED TO DATE, SIGN, AND RETURN THE ENCLOSED FORM OF PROXY IN THE ENVELOPE PROVIDED FOR THE PURPOSE, OR FAX IT TO +1.503.621.3425 OR ANY BOREALIS OFFICE which are all collecting proxies for Power Chips plc. Even if you plan on attending the meeting we would appreciate your proxy before the meeting and you will be allowed to vote at the meeting.