ข่าวแจ้งตลาดหลักทรัพย์

Tor. 3/2550 March 12, 2007 Subject : Notification of Minutes of the Company's Board of Directors'Meeting No. 2/2550 To : President The Stock Exchange of Thailand Enclosures : Form of Capital Increase Report (F53-4) The Company would like to notify result of the Company's Board of Directors' Meeting No.2/2550 held on 9 March 2007 which resolved on essential matters required to be report as follows: 1. resolution to issue and offer bonds convertible to ordinary shares in the line of not exceeding US$ Dollars 40 million or Thai Baht 1,400 million equivalent, with the following particulars: Type of Bonds : Named Convertible Bonds, Non-subordinated, without collateral and with bondholders trustee Offering to : Foreign institution investors through private placement in US$ Dollars currency, on the condition that the foreign institution investors shall take all foreign exchange risks Total value : Not exceeding US$ Dollars 40 million or Thai Baht 1,400 million equivalent Interest Rate/Yield to maturity:Not exceeding 8.5% per year Convertible share Price : Not less than 120% of averaged closing price of the Company's shares during 7-15 consecutive days prior to offering date Exercise of Right to Convert :After offering of convertible bonds Term : Not exceeding 5 years The Meeting resolved to vest in the Company's Board of Directors or person(s) designated by the Company's Board of Directors with the authority to determine and amend the offering price, value per unit, interest rate, conditions and other details of the convertible bonds, for instance, convertible price or rate, convertible period, last date for exercising of right, convertible bonds redemption price, as deemed appropriate;as well as vesting in the Company's Board of Directors or person(s) designated by the Company's Board of Directors with the authority to enter into, amend, negotiate and sign any agreements including applications, do, prepare documents and other evidences necessary for the issuance and offering of such convertible bonds, communicate with and file applications, documents and such evidences to any relevant authorities and/or organizations, appoint financial advisors (if any), and carry out related actions as appropriate. 2. resolution to issue and offer 1,921,030 ordinary shares to Ekpavee Co., Ltd. in order that the registered and paid up capital after capital increase be in the amount of Baht 2,000,000,000. 3. resolution to reduce the registered capital from Baht 2,000,000,000 to Baht 1,998,078,970 by canceling 1,921,030 ordinary shares from capital increase with Baht 1 par value per share totaling Baht 1,921,030 which have not been issued; to comply with the procedures under laws relating to public company limited for increasing capital for further submission to shareholders for approval. 4. resolution to amend 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 1,998,078,970 (Baht One Billion Nine Hundred and Ninety Eight Million Seventy Thousand Nine Hundred and Seventy), divided into 1,998,078,970 (One Billion Nine Hundred and Ninety Eight Million Seventy Thousand Nine Hundred and Seventy) shares of Baht 1 (Baht One) per share, divided into 1,998,078,970 (One Billion Nine Hundred and Ninety Eight Million Seventy Thousand Nine Hundred and Seventy) ordinary shares and preferred shares" ; subject to further submission to shareholders for approval. 5. resolution to increase the Company's registered capital from Baht 1,998,078,970 to Baht 2,650,000,000 by issuing 651,921,030 ordinary shares from capital increase with Baht 1 par value per share, to offer newly issued 1,921,030 ordinary shares to Ekpavee Co., Ltd. and to reserve the remaining 650,000,000 shares for exercising the right to convert the bonds into ordinary shares, pursuant to the details in Items 1 and 2. In case the convertible price decreases and/or the ratio for conversion of bonds into shares increases such that ordinary shares shall be needed for, such exercise of right more than those reserved for shall be carried out by increasing of the reserve from time to time. In the event that the bondholders have not exercised their right to convert the bonds into ordinary shares to the full amount of reserved shares resulting in the reserved shares not being used up, the Company's Board of Directors shall be authorized to propose the same for shareholders' consideration. 6. resolution to amend Clause 4 of the Company's Memorandum of Association re : the Company's registered capital to be in line with the increase of the Company's registered capital, to be as follows: "Clause 4. Registered capital of Baht 2,650,000,000 (Baht Two Billion Six Hundred and Fifty Million), divided into 2,650,000,000 (Two Billion Six Hundred and Fifty Million) shares of Baht 1 (Baht One) per share, divided into 2,650,000,000 (Baht Two Billion Six Hundred and Fifty Million) ordinary shares and- preferred shares" ; subject to further submission to shareholders for approval. 7. resolution to submit all the matters to 2007 Annual General Meeting of Shareholders to be held on 24 April 2007 at 14:00 hrs. at Montien Riverside Hotel, Rama 3 Road, Vimarntip Room, 5th floor and to close the Share Registry Book to determine the right of shareholders in attending the meeting on 4 April 2007 12:00 hrs. until the meeting is adjourned by adding agenda of the meeting as follows: 1. to consider and approve the issue and offering of convertible bonds without collateral, 2. to consider and approve the issue and offering of 1,921,030 ordinary shares from capital increase to Ekpavee Co., Ltd., 3. to consider and approve the reduction of the Company's registered capital from 2,000,000,000 shares to 1,998,078,970 shares by canceling 1,921,030 ordinary shares which have not been issued, 4. to consider and approve the amendment of Clause 4 of the Company's Memorandum of Association resulting from reduction of the registered capital, 5. to consider and approve the increase of the Company's registered capital from Baht 1,998,078,970 to Baht 2,650,000,000 by issuing 651,921,030 ordinary shares with Baht 1 par value per share, for offering newly issued 1,921,030 ordinary shares to Ekpavee Co.,Ltd.and reserving the remaining650,000,000 shares for exercising the right to convert the bonds into ordinary shares, 6. to consider and approve the amendment of Clause 4 of the Company's Memorandum of Association resulting from increase of the registered capital, 7. to consider and approve the appointment of the financial advisor(s) (if any), and 8. to consider other business (if any) Sincerely yours, Loxley Public Company Limited (Mr. Pichai Mooputtarak) Secretary of Board of Director 3