SET Announcements

Ref.No.Tor. 32/2543 November 29, 2000 Subject : Notification of the Resolutions of the 1/2543 Extraordinary General Meeting of Shareholders Dear: President The Stock Exchange of Thailand The Company would like to inform the resolution of the 1/2543 Extraordinary General Meeting of Shareholders, which was held on November 29, 2000. The Meeting approved the following matters: 1.Unanimously approved the restructuring of ECD by which a creditor who holds of USD 265 million of convertible debentures including the principle and early redemption premium to reduce the debt of USD 124.6 million through the conversion of such debt into 85 million ordinary shares, which is equivalent to the conversion price of approximately Baht 60 per share. Following the foregoing conversion, the debt under convertible debentures will be reduced to USD 140 million, and it is deemed that each ECD including accrued interest are terminated. For the reset of the above outstanding debt of USD 140 million, the Company shall amend the terms and conditions of previous convertible debentures 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 USD 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 The right to convert this portion of the debt into the company's ordinary shares cannot be exercised, and it shall be deemed that the obligation under each unit of the convertible debentures which has the face value of USD 1,000 together with the accrued interest is terminated. 2. Unanimously approved to reduce the Company's registered capital from Baht 520,000,000 to Baht 400,000,000 by eliminating another 12,000,000 unissued shares at a par value of Baht 10 totaling Baht 120,000,000 3. 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 Divided into Ordinary shares : 40,000,000 shares Preferred shares : -none- 4. Unanimously approved to increase the registered capital of the Company from Baht 400,000,000 to Baht 2,000,000,000 by the issuance of 160,000,000 new ordinary shares with a par value of Baht 10 each, totaling Baht 1,600,000,000. 5. Unanimously approved to amend 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- 6. Unanimously approved to allocate 85 million increased shares to reserve for the conversion of the Convertible Debentures. 7. Unanimously approved to allocate 65 million increased ordinary shares in the purpose of offering for sale to the existing shareholders of the Company at the ratio of 1 existing share to 1.625 new shares (1:1.625) at the approximate price of USD 0.20 or equivalent Baht to the closing rate of currency exchange as of November 28, 2000 8.75 per share. However, the fixing of the foregoing price is consistent with the agreement between the Company and groups of its creditors and is considered from the Company's status. It is also the appropriate and sufficient amount for the Company to raise additional fund from the existing shareholders to finance its working capital and operations. 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 subscribe 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 subscribe 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. The subscription period and payment for the price of the increased shares shall be the period between December 18 and 22, 2000. 8. Unanimously approved to allotcate the 10 million ordinary shares to be offered for sale to directors and employees of the Company at the same price as the existing shareholders. 9. Unanimously approved to amend the Articles of Association by adding article 45 as follows: " 45.In the event that the Company or subsidiaries enter into a connected transaction or a transaction which is relevant to the acquisition or disposition of the assets of the Company or subsidiaries pursuant to the regulations of the Stock Exchange of Thailand, the Company shall comply with the regulations and procedures of such relevant regulations." 10. Unanimously approved to appoint two additional directors as follows: 1.Mr. Poj Vitetayontrakij 2.Mr. Charles Chicareli Junior The authorized directors were amended as follows: " Mr.Pairote Lamsam or Mr.Dhongchai Lamsam or Mr.Sukit Wanglee or Mr.Supachai Wanglee or Mr.Poomchai Lamsam or Mr.Vasant Chatikavanij or Mrs.Rujiraporn Wanglee two of whom shall jointly sign together with the Company's seal affixed or any one of the aforementioned directors who shall jointly sign together with either Mr.Suebtrakul Soonthornthum or Mr.Charoon Chinalai or Mr.Suchin Suwanacheep or Mr.Harit Sutabutr or Mr.Wichian Watanakun or Mr.Viroj Nualkhair or Mr.Chusak Direkwattanachai or Mr.Suraphand Bhasitnirandr or Mr.Trichakr Tansuphasiri or Mr.Chitchai Nantapat or Mr.Poj Vitetayontrakij or Mr.Charles Chicareli Junior, totaling 2 persons, together with the Company's seal affixed" Please be informed. Sincerely yours, Loxley Public Company Limited (Ms.Suganya Veerakiatkij) Senior Vice President Accounting & Budgeting Dept.