Report on Shareholder'Resolutions 2008
30 April 2008
Tor 6 /2551 April 30, 2008
Subject: Report on Shareholders' Resolutions 2008
To: President
The Stock Exchange of Thailand
Loxley Public Company Limited ("the Company") would like to report on
the resolutions made at the Annual General Meeting of shareholders No.1/2008
held on April 29, 2008. There were 291 Shareholders who attended the meeting,
including proxies received, and representing 820,354,151 shares, the detail of
the resolutions are as follows:
1.To certify the minutes of the Annual General Meeting of Shareholders
No.1/2007 held on April 24, 2007, with the following voting results:
- Agree 820,354,151 votes, equal to 100 percent
- Disagree - votes, equal to - percent
- Abstained - votes, equal to - percent
of the total votes of shareholders in attending the meeting and
having the rights to vote.
2. To acknowledge the report on the Company's operating results for the
year 2007.
3. To approve the balance sheet and profit and loss statements as at
December 31, 2007 which was audited by the Company's auditors, with the
following voting results:
- Agree 820,354,151 votes, equal to 100 percent
- Disagree - votes, equal to - percent
- Abstained - votes, equal to - percent
of the total votes of shareholders in attending the meeting and
having the rights to vote.
4. To approve no payment of dividend for the Company's operation for
the year 2007 and the allocation of net profit to be the legal reserve, with
the following voting results:
- Agree 820,345,151 votes, equal to 99.999 percent
- Disagree 9,000 votes, equal to 0.001 percent
- Abstained - votes, equal to - percent
of the total votes of shareholders in attending the meeting and
having the rights to vote.
5. To re-appoint the directors whose tenure has ended, with the
following voting results:
1. Mr. Charoon Chinalai
- Agree 820,354,151 votes, equal to 100 percent
- Disagree - votes, equal to - percent
- Abstained - votes, equal to - percent
of the total votes of shareholders in attending the meeting and
having the rights to vote.
2. Mr. Vasant Chatikavanij
- Agree 818,504,171 votes, equal to 99.77 percent
- Disagree - votes, equal to - percent
- Abstained 1,849,980 votes, equal to 0.23 percent
of the total votes of shareholders in attending the meeting
and having the rights to vote.
3. Mr. Suraphand Bhasitnirandr
- Agree 819,754,151 votes, equal to 99.93 percent
- Disagree - votes, equal to - percent
- Abstained 600,000 votes, equal to 0.07 percent
of the total votes of shareholders in attending the meeting
and having the rights to vote.
4. Mr. Suroj Lamsam
- Agree 819,217,001 votes, equal to 99.86 percent
- Disagree - votes, equal to - percent
- Abstained 1,137,150 votes, equal to 0.14 percent
of the total votes of shareholders in attending the meeting
and having the rights to vote.
5. Mr. Dusit Nontanakorn
- Agree 820,354,151 votes, equal to 100 percent
- Disagree - votes, equal to - percent
- Abstained - votes, equal to - percent
of the total votes of shareholders in attending the meeting
and having the rights to vote.
6. To approve the director's remuneration of the Company's
Directors for 2008 within the amount of Baht 10 million, with the following
voting results:
- Agree 820,344,151 votes, equal to 99.999 percent
- Disagree 9,000 votes, equal to 0.001 percent
- Abstained 1,000 votes, equal to 0.000 percent
of the total votes of shareholders in attending the meeting
and having the rights to vote.
7. To approve the appointment of 4 auditors from KPMG Phoomchai
Audit Ltd. as follows:
1. Mr. Pisit Chiwaruangroch CPA No. 2803 and/or
2. Mr. Vichien Thamtrakul CPA No. 3183 and/or
3. Mr. Veerachai Ratanajaratkul CPA No. 4323 and/or
4. Mrs. Siripen Sukcharoenyingyong CPA No.3636
to be the auditors of the Company for the year 2008 with the fixed
remuneration at Baht 2,120,000.00, with the following voting results:
- Agree 820,354,151 votes, equal to 100 percent
- Disagree - votes, equal to - percent
- Abstained - votes, equal to - percent
of the total votes of shareholders in attending the meeting and
having the rights to vote.
8. To approve the amendment of the Company's Articles of Association
regarding allocation of the Company's legal reserve and share premium to
compensate retained deficits, with the following voting results:
- Agree 820,353,151 votes, equal to 100.00 percent
- Disagree - votes, equal to - percent
- Abstained 1,000 votes, equal to 0.00 percent
of the total votes of shareholders in attending the meeting and
having the rights to vote.
9. To approve the cancellation of the issuance and sale offer of
convertible debentures at a limited amount of not exceeding US$ 40 million or
equivalent to an amount of not exceeding THB 1,400 million which the Company
got approval from the Annual General Meeting of Shareholders for 2007, held on
April 24, 2007. The reason was that the Company was able to get loan from a
better source of fund and had no condition related to convertible debentures
which had no dilution effect to shareholders, with the
following voting results:
- Agree 820,354,151 votes, equal to 100 percent
- Disagree - votes, equal to - percent
- Abstained - votes, equal to - percent
of the total votes of shareholders in attending the meeting and
having the rights to vote.
10. To approve the reduction of registered capital from 2,650,000,000
Baht to 2,000,000,000 Baht by canceling 650,000,000 ordinary shares reserved
for the exercise right of convertible debenture, with 1 Baht par value, at the
amount of 650,000,000 Baht in order to comply with the law on capital
reduction of public limited company, with the following voting results:
- Agree 820,345,151 votes, equal to 99.999 percent
- Disagree - votes, equal to - percent
- Abstained 9,000 votes, equal to 0.001 percent
of the total votes of shareholders in attending the meeting and
having the rights to vote.
11. To approve the amendment Clause 4 of the Company's Memorandum of
Association re: the Company's registered capital to be in line with the
reduction of the Company's registered capital to be as follows:
"Clause 4. Registered capital of Baht 2,000,000,000 (Baht Two
Billion only)
divided into 2,000,000,000 shares (Two Billion shares)
share value 1 Baht (Baht One)
splitted into
ordinary share 2,000,000,000 shares (Two Billion shares)
preferred shares - share (- share)"
with the following voting results:
- Agree 820,345,151 votes, equal to 99.999 percent
- Disagree - votes, equal to - percent
- Abstained 9,000 votes, equal to 0.001 percent
of the total votes of shareholders in attending the meeting and
having the rights to vote.
Please be notified accordingly.
Sincerely yours,
Loxley Public Company Limited
(Mr. Pichai Mooputtarak)
Secretary of Board of Directors