Report on the Board of Directors's Meeting No.4/2546

04 สิงหาคม 2546
Tor.9/2546 August 4, 2003 Subject: Report on the Board of Directors's Meeting No.4/2546 To: President The Stock Exchange of Thailand Loxley Public Company Limited ("the Company") would like to report on the resolutions made at the Board of Directors's Meeting No.4/2546 held on August 4, 2003. The detail of the resolutions are as follows: 1. To approve the issuance and offering of debentures for sale at one time or at certain intervals of time depending upon the discretion of, and terms and conditions fixed by, the Board of Directors or Executive Board of Directors or the Chairman of the Board of Directors or the person authorized by the Board of Directors or Executive Board of Directors. The debentures shall be issued in Thai Baht with a total issue size as the Company sees fit but not exceeding Baht 2,000 million. The details are as follows: Preliminary Details of the Debentures Type : Secured and/or unsecured debentures subject to (i) the market conditions; (ii) terms and conditions fixed by the Board of Directors or Executive Board of Directors or the Chairman of the Board of Directors or the person authorized by the Board of Directors or Executive Board of Directors; and (iii) approvals from the Office of the Securities and Exchange Commission as required by laws. 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 fixed by the Board of Directors or Executive Board of Directors or the Chairman of the Board of Directors or the person authorized by the Board of Directors or Executive Board of Directors subject to the market conditions at the time of the issuance and the offering Term : Not exceeding 10 years from the date of issuance The Offering : To be made by public offering 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 and Procedures for the Application and Approval for the Offering 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 Executive Board of Directors or the Chairman of the Board of Directors or the person authorized by the Board of Directors or Executive Board of Directors. Maturity Date : The expiration of the term of debentures The Board of Directors or Executive Board of Directors or the Chairman of the Board of Directors or the person authorized by the Board of Directors or Executive Board of Directors shall be empowered (i) to determine the time to issue, other details and conditions for the issuance and the offer of the debentures for sale, such as type, amount of debentures for each issuance, maturity, placement, and collateral; (ii) to negotiate, conclude and enter into any agreement or related documents and perform any other acts necessary and appropriate in connection with the Debentures; (iii) to appoint any selling agent, underwriters, advisors, trustees, registrar and/or other related parties and to agree on remuneration and expenses and to enter into any agreements or execute any documents with any relevant parties pursuant to laws, rules and regulations and to take any action necessary for and pertinent to the issuance, offer and sale of the Debentures and to contact relevant authority for permission. 2. To approve the Extraordinary General Meeting of Shareholders No.1/2546 would be held on September 5, 2003 at 14:00 p.m. at Sheraton Grande Sukhumvit Hotel Bangkok, Ballroom 2, and the closing dated for share registered for the meeting would be on August 18, 2003 at 12.00 p.m. until the date of meeting. The agenda for the meeting would be: 1. To certify the Minutes of the Annual General Meeting of Shareholders No. 1/2546 2. To approve the issuance and offering of debentures for sale 3. To consider other business (if any) Please be notified accordingly. Sincerely yours, Loxley Public Company Limited (Mrs. Suganya Veerakiatkij) Senior Vice President Accounting Department