Notification of AGM date and non-dividend payment
03 มีนาคม 2551
Tor 1/2551 February 29, 2008
Subject: Notification of Resolution of the Company's Board of Directors
Meeting No.1/2551
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 Meeting No.1/2551 held on
February 29, 2008.The details of the resolution are as follows:
1. Approved the Company and consolidated yearly financial statements
ended December 31, 2007 which were reviewed by the auditors; subject to
further submission to shareholders for approval.
2. Resolution to no dividend payment for the operating result year
2007 in order to reserve capital for expanding business in the future; subject
to further submission to shareholders for approval.
3. Resolution to amend the Company Articles of Association in case
allocation of the Company's legal reserve and share premium to compensate
retained deficits; subject to further submission to shareholders for approval.
4. Resolution to cancel the issue and offering convertible bonds to
ordinary shares in the line of not exceeding USD 40 million or Thai Baht 1,400
million equivalent which was approved in the general meeting of shareholders
No.1/2005 on April 24, 2007.The reason is that the Company was able to find a
better source of loan; subject to
further submission to shareholders for approval.
5. Resolution to decrease the Company's registered capital from Baht
2,650,000,000 to Baht 2,000,000,000 by canceling the reserved shares
exercising the right to convert the bonds into 650,000,000 ordinary shares
with Baht 1 par value per share totaling Baht 650,000,000;subject to further
submission to shareholders for approval.
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
decrease of the Company's registered capital, to be as follows:
"Clause 4: Registered capital of Baht 2,000,000,000 (Baht
Two Billion)
divided into 2,000,000,000 (Two Billion) shares of
Baht 1 (Baht One) per share,
divided into 2,000,000,000 (Two Billion) ordinary shares
and - preferred shares"
; subject to further submission to shareholders for approval.
7. Resolution to fix an annual general meeting of shareholders to be
held on April 29,2008 at 14:00 hrs. at Imperial Queen Park Hotel, Sukhumvit
22, Queen Park 3 Room, 2nd floor and to fix the closing date of the Share
Registry Book to be on April 9, 2008 at 12:00 hrs until the meeting is
adjourned in order to determine the right of shareholders in
attending the meeting. The agendas of the meeting of shareholders are as
follows:
1. To certify the minute of the annual general meeting of
shareholders 2007
2. To acknowledge the operating results of the Company's Board
for the year 2007
3.To consider and approve the yearly financial statements ended
December 31,2007
4.To consider and approve the non-dividend payment.
5. To consider and appoint the directors replace whose retired
by rotation
6. To consider the board remuneration from the operating results
in 2007
7. To consider and elect auditors and fix the auditor remuneration
8. To consider the amendment of the Company Articles of
Association
9.To consider and approve the cancellation of the issue and
offering of ordinary convertible bonds without collateral
10. To consider and approve the decrease of the Company's
registered capital from Baht 2,650,000,000 to Baht 2,000,000,000 by canceling
reserved shares exercising the right to convert the bonds into 650,000,000
ordinary shares with Baht 1 par value per share totaling Baht 650,000,000.
11.To consider and approve the amendment of Clause 4 of the
Company's Memorandum of Association resulting from decrease of the
registered capital.
12. To consider other business (if any)
Sincerely yours,
Loxley Public Company Limited
(Mr. Pichai Mooputtarak)
Secretary of Board of Directors