SET Announcements

Tor.12/2546 September 5, 2003 Subject Report on the resolution of Extraordinary General Meeting of Shareholders No.1/2003 To President The Stock Exchange Of Thailand Loxley Public Company Limited ("the Company") would like to report on the resolutions made at Extraordinary General Meeting of Shareholders No.1/2003 held on September 5, 2003. The details of the agendas are as follows: 1. To certify the minutes of the Annual General Meeting Shareholders' No. 1/2003 2. To consider the issuance and offering of debentures for sale The shareholders considered to approve the company to issue and offer for sale of Thai Baht debentures with the total value of not exceeding Baht 2,000,000,000, the proceeds of which shall be used for the prepayment of the long term debt that the company has with Thai banks. Such debt has a higher interest rate than the rate that the company would expect to pay under the debentures. Thus, the issuance of debentures will help reducing the financial burden of the company and increasing working capital of the company to support the expansion of the company's business, which will benefit both the company and the shareholders as a whole. The debentures may be offered for sale at one time or at certain intervals of time. The preliminary details of the debentures are as follows: Type : Any type of secured and/or unsecured debentures depending upon the market conditions at the time as the Board of Directors or the Executive Board of Directors or the Chairman of the Board of Directors or the President or the person(s) entrusted by the foregoing persons may deem appropriate and as approved by the Office of the Securities and Exchange Commission pursuant to the law Denomination : Thai Baht Issue Size : The principal amount of the debentures to be issued shall not exceed Baht 2,000,000,000 Interest Rate : To be determined by the Board of Directors or the Executive Board of Directors or the Chairman of the Board of Directors or the President or the person(s) entrusted by the foregoing persons subject to the market conditions at the time of each issuance and offering of the debentures Term : Not exceeding 10 years from the date of issuance The Offering : To be made by public offering and/or private placement to domestic and/or international market pursuant to the Notification of the Securities and Exchange Commission No. Gor Jor. 32/2544 Re: Rules, Conditions, Procedures for the Application and Approval for the Offering of Newly Issued Debentures dated October 19, 2001 and/or any other notification being in force at the time of the issuance of the debentures by the company, in whole in a single offering or in part in multiple offerings as determined by the Board of Directors or the Executive Board of Directors or the Chairman of the Board of Directors or the President or the person(s) entrusted by the foregoing persons Maturity: The expiration of the terms of debentures The chairman asked the meeting to consider and approve the issuance and offering for sale of the debentures by the company as proposed and asked the meeting to consider authorizing the Board of Directors or the Executive Board of Directors or the Chairman of the Board of Directors or the President or the person(s) entrusted by the foregoing persons to have the power to determine the date and time of the issuance of the debentures, the details, terms and conditions necessary and in relation to the issuance and offering of such debentures, such as type, number of debentures to be issued each time, term, offering method or security, etc., and to have the power to negotiate, agree, execute and deliver any relevant agreements and documents, and to have the power to take any action necessary for and pertinent to the issuance and offering of the debentures in all respects, including without limitation, to appoint the selling agent(s) and/or underwriter(s), as well as advisors, debenture holders' representative of the company, registrar and other relevant persons and to agree on remuneration and expenses and to enter into any agreement or execute any document with any relevant parties pursuant to the laws, rules and regulations in relation thereto and to contact, submit applications and other documents to the Office of the Securities and Exchange Commission and/or other competent authorities, and to have the power to appoint or remove any substitute to carry on any action necessa ry for and pertinent to the issuance and offering of the debentures in all respects. The meeting, having considered the matter, passed a unanimous resolution approving the issuance and offering for sale of the debentures of the company and granting the power as proposed in all respects. Please be notified accordingly. Yours truly, Loxley Public Company Limited ( Mrs. Suganya Veerakiatkij) Senior Vice President Accounting Department