SET Announcements

October 26, 2000 Subject : Notification of the Resolutions of the Board of Directors' Meeting of the Company To : President The Stock Exchange of Thailand The Company would like to inform the resolution of the meeting of the Board of Director which was held on October 26, 2000 as follows: 1. Unanimously approved an execution under the Debt Restructuring Plan passed by the meeting of ECD1 holder and ECD 2 holder which were held on October 12, 2000 and October 26,2000 respectively. The material information of the debt restructuring plan is to convert the ECD in the amount of approximately USD 125 million into 85 million ordinary shares of the Company which is equivalent to the conversion price of approximately Baht 60 per share. This procedure is considered as the reduction of the debt for the Company. Following the aforementioned conversion, the debt under ECD 1 and ECD 2 will be reduced to USD 140 million and it is deemed that each ECD including accrued interest are terminated. 2. For the remaining debt of USD 140 million, the Company shall amend the terms and condition in extending the repayment schedule for another 8 years at the interest rate between 7.00 and 8.75 per annum. The details of the principal repayment are as follows: Principal Amount Payment Due Date 9,500,000 within 2001 9,500,000 within 2002 14,500,000 within 2003 24,500,000 within 2004 24,500,000 within 2005 14,500,000 within 2006 4,500,000 within 2007 38,500,000 within 2008 This remaining debt cannot be converted into the Company' shares. 3. Unanimously approved to reduce the Company's registered capital from Baht 520,000,000 to Baht 400,000,000 by decreasing 12,000,000 unissued shares at the par value of Baht 10 totaling Baht 120,000,000 4. Unanimously approved to amend of the Memorandum of Association Clause 4. in accordance with the reduction of the Company's registered capital as follows; Clause 4. The registered capital is : Baht 400,000,000 Divided into : 40,000,000 shares At the par value of : Baht 10 each Divided into Ordinary shares : 40,000,000 shares Preferred shares: -none- 5. Unanimously approved to increase the registered capital of the Company from Baht 400,000,000 to Baht 2,000,000,000 with a par value of Baht 10 each, by the issuance of 160,000,000 new ordinary shares with a par value of Baht 10 each. 6. To approve the amendment of the Memorandum of Association Clause 4 in accordance with the increase of the Company's registered capital as follows Clause 4. The registered capital is : Baht 2,000,000,000 Divided into : 200,000,000 shares At the par value of : Baht 10 each Divided into Ordinary shares : 200,000,000 shares Preferred shares: none 7. Unanimously approved to allocate newly issued shares as follows; 7.1 to allot the 85 million ordinary shares to accommodate the exercise of right to convert the convertible debentures, namely, ECD1 and ECD 2. In this respect, the Board of Directors or its authorized persons shall have the power to consider and specify the details and other relevant conditions including undertaking other necessary and appropriate acts related to the 85 million increased shares which also include the listing of the shares on the Stock Exchange of Thailand. 7.2 to allot the 65 million increase shares to be offered for sale to the existing shareholders at the ratio of 1 existing share to 1.625 new shares (1:1.625) at the approximate price of Baht 8.50 or equivalent 0.2 USD. However, the exact price will depend on the foreign exchange rate as of the Shareholders' Meeting date which is calculated from 0.2 USD. In the calculation of the aforementioned ratio, should there be a fraction of a share, such fraction shall be combined with those shares remaining from the allotment to the existing shareholders and further allotted to the existing shareholders who subscribe for the amount of shares in excess of the allotted right at the same price as the price of shares allotted under the right. The Company shall consider the allotment of the shares to the subscribers who subscribe for the shares in excess of their right as follows: 1. If the remaining shares are greater than the shares subscribed in excess of the right, they shall be allotted to all existing shareholders who subscriber for the shares in excess of their right in full according to the subscribed amount. 2. If the remaining shares are less than the shares subscribed in excess of the right, they shall be allotted to the existing shareholders who subscriber for the shares in excess of their right in proportion to the amount of shares for which each of the existing shareholders has subscribed in excess of their right. Those subscribers who are not allotted the aforementioned shares shall receive a refund within 30 days without interest. In this respect, the Board of Directors or its authorized persons shall have the power to consider and specify the details and other relevant conditions including undertaking other necessary and appropriate acts related to the 65 million increased shares which also include the listing of the shares on the Stock Exchange of Thailand and determined the closing date of the shareholders' register book for suspension of share transfer for the purpose of the right to subscribe for the increased shares on November 9, 2000. The subscription period and payment for the price of the increased shares are determined to be the period between December 18-22, 2000. Such matters will be presented to the Shareholders' meeting for approval. 7.3 to allot the 10 million ordinary shares to be offered for sale to its directors, employees its subsidiaries at the same offering price which is offered to the existing shareholder which shall be further presented to the Shareholders' meeting for approval. 8. Unanimously approved to fix the closing date of the shareholders' register for suspension of share transfer for the purpose of attending the Extraordinary Meeting of shareholders No 1/2543 from 12.00 P.M. of November 9, 2000 onward until the meeting is completed, and the date of the Extraordinary Meeting of shareholders No. 1/2543 on November 29, 2000 for consideration of certification and/or approval of matters according to the following agenda. Agenda 1 To certify the Minutes of the Extraordinary General Meeting of Shareholders No. 1/2543 held on April 26, 200 Agenda 2 To approve the debt restructuring under ECD 1 and ECD 2 Agenda 3 To approve the capital decrease of the Company from Baht 520,000,000 to Baht 400,000,000 by reducing the registered capital of 12,000,000 unissued shares at the par value of Baht 10 totaling Baht 120,000,000 Agenda 4. To approve the amendment to Clause 4 of the Memorandum of Association to reflect the decrease in the Company's capital Agenda 5. To approve the Company' s capital increase from Baht 400,000,000 to Baht 2,000,000,000 by the issuance of 160,000,000 new ordinary shares with the par value of Baht 10 Agenda 6. To approve the amendment to Clause 4 of the Memorandum of Association to reflect the increase in the Company's capital Agenda 7. To approve the allotment of 85 million increased shares to accommodate the exercise of the right to convert ECD 1 and ECD 2 Agenda 8. To approve the allotment of 65 million increased shares to be offered for sale to the Company's existing shareholders. Agenda 9. To approve the allotment of 10 million increased shares to be offered for sale to the Company's directors, employees and advisors and subsidiaries. Agenda 10. Others (if any) Sincerely yours, Loxley Public Company Limited (Ms.Suganya Veerakiatkij) Senior Vice President Accounting & Budgeting Dept.