SET Announcements

Tor 20 /2551 December 24, 2008 Subject: Notification of Resolution of the Company's Board of Directors Meeting No. 11/2551 To : President The Stock Exchange of Thailand Loxley Public Company Limited ("the Company") would like to report on the resolution made at the Board of Directors Meeting No. 11/2551 held on December 24, 2008. The details of the resolutions are as follows: 1. Reject to exercise the right to buy the capital increase shares of L Direct Company Limited with the following details: Transaction Date : Within December 2008 Parties Involved Buyer : Ekpavee Company Limited Seller : L Direct Company Limited Relationship : L Direct Company Limited is a subsidiary that the Company holds 70% of its share. Ekpavee Company Limited, the major shareholder of Loxley Public Company Limited, holds 27.82% of the Company's shares. Moreover, Ekpavee Company Limited holds 30% of shares in L Direct. Description of Transaction : According to L Direct Company Limited, a subsidiary has issued 300,000 ordinary shares of increased capital, with Baht 100 par value per share totaling Baht 30,000,000. Upon this increased capital offer, the Company does not desire to exercise its right to buy the capital increase ordinary shares of L Direct Co., Ltd. amount 210,000 shares, with Baht 100 par value per share, totaling Baht 21,000,000. The above transaction is deemed as a connected transaction pursuant to the Notification of the Committee of the Stock Exchange of Thailand Re: Disclosure and Procedures regarding connected transactions of listed companies B.E.2546 (2003) ("The Notification of the Stock Exchange of Thailand") Details of asset which was not exercised the right to buy the capital increase shares: Company : L Direct Company Limited Business : Direct Sale Original Registered Capital : Baht 10,000,000 divided into 100,000 ordinary shares. The par value per share is Baht 100. New Registered Capital : Baht 40,000,000 divided into 400,000 ordinary shares. The par value per share is Baht 100. Percentage Shares before the Transaction: - Loxley Public Company Limited held 70,000 ordinary shares, equal to 70% of the registered capital. - Ekpavee Company Limited held 30,000 ordinary shares, equal to 30% of the registered capital. Percentage Shares after the Transaction: - Loxley Public Company Limited holds 70,000 ordinary shares, equal to 17.50% of the registered capital. - Ekpavee Company Limited holds 330,000 ordinary shares, equal to 82.50% of the registered capital. List of Directors : 1. Mr. Somphop Pitaksiripan 2. Mr. Prasert Suvithyasiri List of Directors After the Transaction : -No Change- List of Shareholders before the Transaction : 1. Loxley Public Company Limited held 70% of the registered 2. Ekpavee Company Limited held 30% of the registered shares, List of Shareholders after the Transaction : 1. Loxley Public Company Limited holds 17.50% of the registered shares, 70,000 ordinary shares. 2. Ekpavee Company Limited holds 82.50% of the registered shares, 330,000 ordinary shares. Value of transaction which was not exercised the right to buy the capital increase shares: : 210,000 shares, with Baht 100 par value per share, totaling Baht 21,000,000 Size of Transaction : The value of the transaction as at September 30, 2008 equal to Baht 21,000,000 or 0.50% of the net tangible assets(NTA) value of the Company and subsidiary. The size of transaction as at September 30, 2008 was over Baht 1 million but less than Baht 20 million or over 0.03% but less than 3% of the NTA value. Reason for not exercise the right to buy the capital increase shares: The direct sale business has not been on target; the Company then has no policy to increase investment further. Please be informed accordingly. Sincerely yours, Loxley Public Company Limited (Mr. Pichai Mooputtarak) Company Secretary