Notification of resolution of BOD Connected Transaction

29 กันยายน 2552
Tor 11 /2552 28 September 2009 Subject: Notification of Minutes of the Company's Board of Director's Meeting No.8/2552 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.8/2552 held on 28 September 2009 to approve the purchase of investment from Lamsam Estate Co., Ltd. in Loxley Property Development Co., Ltd. (Loxprop), the associated company which Loxley controls. The details of the resolutions are as follows: 1. Transaction Date : Within September 2009 2. Parties Involved Buyer : Loxley Public Company Limited Seller : Lamsam Estate Company Limited Relationship : -None- 3. Description of Transaction: The Company purchases ordinary shares of Loxley Property Development Co., Ltd. (Loxprop), the associated company which the Company holds 40% of its shares, from Lamsam Estate Co.,Ltd. The total of 200,000 shares will be purchased, with Baht 115 par value per share, totaling Baht 23,000,000. The above transaction is deemed as a connected transaction pursuant to the Notification of the Stock Exchange of Thailand Re: Rules, Procedures and Disclosure of Information concerning the connected Transaction of Listed Companies. 4. Details of Asset Purchased: Company : Loxley Property Development Co., Ltd. (Loxprop) Business : Renting of building, advertising board and providing services Registered Capital : Baht 107.50 million divided into 1,075,000 ordinary shares,The Par value per share is Baht 100.00 Shares Purchased : 200,000 shares, representing 18.60% of the Company registered capital Percentage Shares before the Transaction: 1. Ekpavee Co., Ltd. held 41.40% of the registered shares, 444,995 shares 2. Loxley Public Co., Ltd. held 40% of the registered shares, 430,000 shares 3. Lamsam Estate Co., Ltd. held 18.60% of the registered shares, 200,000 shares Percentage Shares after the Transaction: 1. Loxley Public Co., Ltd. holds 58.60% of the registered shares, 530,000 shares 2. Ekpavee Co., Ltd. holds 41.40% of the registered shares, 444,995 shares Directors of Loxley Property Development Co., Ltd. before the Transaction: 1. Mr. Pairote Lamsam 2. Mr. Dhongchai Lamsam 3. Mr. Suebtrakul Soonthornthum 4. Mr. Vasant Chatikavanij 5. Mr. Suraphand Bhasitnirandr 6. Mrs. Suganya Veerakiatkij 7. Mr. Suroj Lamsam Directors of Loxley Property Development Co., Ltd. after the Transaction: -No change- 5. Size of the Transaction: The value of the transaction equal to Baht 23 million or 0.57% of the net tangible assets (NTA) value of the Company and subsidiary (the Interim Financial Statement for the six-month period ended 30 June 2009). The above transaction is a related transaction and the size of transaction was over Baht 1 million but less than Baht 20 million or over 0.03% but less than 3% of the NTA value as of 30 June 2009. The Company has to follow the regulations of the Notification of the Stock Exchange of Thailand Re: Rules, Procedures and Disclosure of Information concerning the connected Transaction of Listed Companies. 6. List of connected persons who are directors of Loxley Public Co., Ltd.and Loxley Property Development Co., Ltd. : 1. Mr. Pairote Lamsam 2. Mr. Dhongchai Lamsam 3. Mr. Suroj Lamsam (The directors who have vested interests or related directors did not attend and abstain in the connected transaction agenda.) 7. Source of Fund : Working Capital of the Company 8. Expected Benefit : Dividend 9. Opinion of the Board of Directors regarding the Transaction: The Board of Directors considered that the transaction was reasonable and enhanced the capability of the Company. 10. Opinion of the audit committee and/or directors which differ from the opinion of the Board of Directors : -None- Pleae be informed accordingly. Sincerely yours, Loxley Public Company Limited (Mr. Pichai Mooputtarak) Company Secretary