ข่าวแจ้งตลาดหลักทรัพย์

Tor. 4/2550 March 13, 2007 Subject : Notification of Minutes of the Company's Board of Directors' Meeting No. 2/2550 (Additional) To : President The Stock Exchange of Thailand We refer to our notification result of the Company's Board of Directors' Meeting No. 2/2550 held on 9 March 2007. We would like to notify the additional matters concerning the increased capital shares as issued and offer to Ekpavee Co.,Ltd. which resolved on essential matters required to be report as follows: 1.resolution to issue and offer 1,921,030 issued ordinary shares to Ekpavee Co.,Ltd. by the market prize (average from the company shares prizes for 7-15 contagious days before offering date) to increase the value of capital for prepare submitting the bid for works. 2.The transaction as specified in 1 is to issue and offer to Ekpavee Co.,Ltd., the major shareholder of the Company which resolved on essential matters required to be report as follows: 1. Transaction Date: April 24, 2007 (after approved by the AGM 2007) 2. Parties involved: Payee : Loxley Public Company Limited Payer : Ekpavee Co.,Ltd. Relationship : Ekpavee Co.,Ltd.are the major shareholder of Loxley Public Company Limited (27.75%) 3. Description of transaction: Loxley Public Company Limited issue and offer 1,921,030 issued ordinary shares to Ekpavee Co.,Ltd. by the market price to increase the value of capital for prepare submitting the bid for works. 4. Details of sale assets : Company: Loxley Public Company Limited Business : Commercial Registered Capital : 2,000,000,000.-Baht for 2,000,000,000 Ordinary shares The par value is 1 Baht Paid up Capital: 1,998,078,970.-Baht for 1,998,078,970 shares The par value is 1 Baht Sale shares: 1,921,030 ordinary shares for 0.096% Percentage shares before the transaction: Ekpavee Co.,Ltd. held 554,420,030 shares, representing 27.75% of the Company's paid-up capital. Percentage shares after the transaction: Ekpavee Co.,Ltd. held 556,341,060 shares,representing 27.85% of the Company's paid-up capital. Directors : 1. Mr.Pairote Lamsam 2. Mr.Dhongchai Lamsam 3. Mr.Sukit Wanglee 4. Mr.Supachai Wanglee 5. Mr.Poomchai Lamsam 6. Mr.Vasant Chatikavanij 7. Mr.Suebtrakul Soonthorntum 8. Mr.Charoon Chinalai 9. Mr.Harit Sutabutr 10.Mr.Wichian Watanakun 11.Mr.Suraphand Bhasitnirandr12.Mr.Sompop Chareonkul 13.Mr.Suroj Lamsam 14. Mr.Dusit Nontanakorn Directors (After the transaction) -Consistence- Share Holders before the transaction (Register book as at April 5,2006) 1. Ekpavee Co.,Ltd. Shareholding Percentage 27.75% of paid-up capital, 554,420,030 Ordinary Share. 2. Thai NVDR Co.,Ltd Shareholding Percentage 4.78% of paid-up capital, 95,555,627 Ordinary Share. 3. RAFFLES NOMINEES (RTE) LIMITED Shareholding Percentage 4.75% of paid-up capital, 95,000,000 Ordinary Share. 4. Mrs.Amphai Harnkaivilai Shareholding Percentage 2.00% of paid-up capital, 40,000,000 Ordinary Share. 5. Mr.Pairote Lamsam Shareholding Percentage 1.78% of paid-up capital, 35,589,030 Ordinary Share. 6. Mrs.Benjawan Kumpanartsanyakorn Shareholding Percentage 1.65% of paid-up capital, 33,041,000 Ordinary Share. 7. Mr.Dhongchai Lamsam Shareholding Percentage 1.27% of paid-up capital, 25,459,090 Ordinary Share. 8. Mr.Photipong Lamsam Shareholding Percentage 1.22% of paid-up capital,24,433,680 Ordinary Share. 9. Mr.Banyong Lamsam Shareholding Percentage 0.96% of paid-up capital, 35,589,030 Ordinary Share. 10. DBS Vickers Securities (Singapore) PTE LTD. Shareholding Percentage 1.78% of paid-up capital, 35,589,030 Ordinary Share. Share Holders (After the transaction) 1. Ekpavee Co.,Ltd Shareholding Percentage 27.85% of registered capital, 556,341,060 Ordinary Share. 2. Thai NVDR Co.,Ltd Shareholding Percentage 4.78% of paid-up capital, 95,555,627 Ordinary Share. 3. RAFFLES NOMINEES (RTE) LIMITED Shareholding Percentage 4.75% of paid-up capital, 95,000,000 Ordinary Share. 4. Mrs.Amphai Harnkaivilai Shareholding Percentage 2.00% of paid-up capital, 40,000,000 Ordinary Share. 5. Mr.Pairote Lamsam Shareholding Percentage 1.78% of paid-up capital, 35,589,030 Ordinary Share. 6. Mrs.Benjawan Kumpanartsanyakorn Shareholding Percentage 1.65% of paid-up capital, 33,041,000 Ordinary Share. 7. Mr.Dhongchai Lamsam Shareholding Percentage 1.27% of paid-up capital, 25,459,090 Ordinary Share. 8. Mr.Photipong Lamsam Shareholding Percentage 1.22% of paid-up capital, 24,433,680 Ordinary Share. 9. Mr.Banyong Lamsam Shareholding Percentage 0.96% of paid-up capital, 35,589,030 Ordinary Share. 10. DBS Vickers Securities (Singapore) PTE LTD. Shareholding Percentage 1.78% of paid-up capital, 35,589,030 Ordinary Share. Assets Value: will be specify after the approval by the shareholders, the amount of transaction will be calculated by the average 15 contagious days before offering date from February 16,2007 to March 9, 2007 for 1.74 Baht per share, included 3,342,592.20 Baht. The amount is 0.086% which is seeking 1 Million Baht but not exceeding 20 Million Baht or seeking 0.03% but not exceeding 3% of net tangible asset value at December 31, 2006 ( the real prize will be calculate by closed average prizing before the offer, according to The Shareholder's resolutions 1/2007) 5. Purpose : to increase the value of capital for prepare submitting the bid for works. 6. Connected persons with relationship as follows (Ekpavee Co.,Ltd.): 1. Mr.Pairote Lamsam Director and Shareholder 2. Mr.Dhongchai Lamsam Director and Shareholder 3. Mr.Suebtrakul Soonthorntum Director and Shareholder 4. Mr.Vasant Chatikavanij Director and Shareholder 5. Mr. Supachai Wanglee Shareholder 6. Mr.Poomchai Lamsam Shareholder 7.Mr.Suroj Lamsam Director The Connected persons abstained from meeting and the consideration of the matter by The Board of Directors of this connected transaction. 8. Opinions by The Audit Committe: to increase the value of capital for prepare submitting the bid for works. 3. To canceling agenda No.7 (additional) to consider and approve the appointment of the financial advisor (if any) Please be inform accordingly. Sincerely yours, Loxley Public Company Limited (Mr. Pichai Mooputtarak) Secretary of Board of Director