ข่าวแจ้งตลาดหลักทรัพย์

Enclosure (7) The Agenda of the Annual General Meeting of the Companys shareholders No. 4/1999 with the Boards opinion 1. To consider the minutes of Extraordinary Shareholders Meeting No. 1/1998 held on December 17, 1998. Opinion of the Board : The Shareholders Meeting should approve the said miuntes. 2. To consider the Board of Directors annual report of the work done during the period from January 1998 to present. Opinion of the Board : The Shareholders Meeting should approve the said report. 3. To consider and approve the Companys balance sheet and profit and loss statement ended December 31, 1998 Opinion of the Board : The Shareholders Meeting should approve the said balance sheet and profit and loss statement. 4 To consider the appropriation of the Companys profit. Opinion of the Board : Because of the last financial year, ended December 31, 1998, the Company has loss, so it can not pay dividend and can not provide any profit for reserve in accordance with the rule. 5. To consider and appoint new directors to replace the directors who must retire on expiration of their term. Opinion of the Board : The Shareholders Meeting should reappoint Mr. Chittin Sibunruang , Miss Chitra Srisakorn and Mr. Wanchak Buranasiri , the 3 directors who must retire on expiration of their term as directors of the Company by the remuneration fixed at the original approved rate. 6. To appoint an auditor and fis his remuneration. Opinion of the Board : The Shareholders Meeting should appoint Mr. Supoj Singhsaneh , holder of auditors license no. 2826 and/or Mr. Therdthong Thepmungkorn , holder of auditors license no. 3787 and/or Mr. Attipong Sukonkarn , holder of auditors license no. 3500 of KPMG Audit (Thailand) Limited as the Companys auditor with the remuneration fixed at Baht 580,000 (Five Hundred and Eighty Thousand Baht) Enclosure (7) 7. To ratify entry by the Company into a Subscription Agreement and Debt Repayment Agreement with Starwood Thailand Corporation. Opinion of the Board : The Shareholders Meeting should ratify the said entering into a Subscription Agreement and Debt Repayment Agreement. 8. To ratify entry by the Company into a Subscription Agreement with Khun Kittirat Na Ranong in relation to Cathy Asset Management Co., Ltd. and to approve subscription by the Company for 500,000 shares in Cathy Asset anagement Co., Ltd. at Baht 12 per share. Opinion of the Board : The Shareholders Meeting should ratify the entering into a Subscription Agreement with Khun Kittirat Na Ranong and approve the said subscription. 9. To approve the decrement of the registered capital of the Company. Opinion of the Board : The Shareholders Meeting should approve to decrease the registered capital of the Company from 3,312,991,260 (Three Thousand, Three Hundred and Twelve Million, Nine Hundred and Ninety One Thousand, Two Hundred and Sixty Baht) to Baht 794,743,810 (Seven Hundred and Ninety Four Million, Seven Hundred and Forty Three Thousand, Eight Hundred and Ten Baht) by cancelling all of the registered but unissued shares (251,824,745 [Two Hundred and Fifty One Million, Eight Hundred and Twenty Four Thousand, Seven Hundred and Forty Five shares]) at Baht 10 each. (3,486,875 (Three Million, Four Hundred and Eighty Six Thousand, Eight Hundred and Seventy Five) shares are unissued but are reserved for the ESOP Scheme approved by the shareholders of the Company on December 17, 1998). 10. To approve the amendment of the Clause 4. Of the Memorandum of Association of the Company regarding the registered capital to be in accordance with the decrement of the registered capital in the preceding agenda. Opinion of the Board : The Shareholders Meeting should approve to amend the Clause 4. of the Memorandum of Association of the Company regarding the registered capital to be in accordance with the decrement of the registered capital as follows:- Enclosure (7) Clause 4. The registered capital : Baht 794,743,810 (Seven Hundred and Ninety Four Million, Seven Hundred and Forty Three Thousand, Eight Hundred and Ten Baht) Divided into : 79,474,381 shares (Seventy Nine Million, Four Hundred and Seventy Four Thousand, Three Hundred and Eighty One shares) At a par value of : Baht 10 (Ten Baht) each Divided into Ordinary shares : 79,474,381 shares (Seventy Nine Million, Four Hundred and Seventy Four Thousand, Three Hundred and Eighty One shares) Preferred shares: - None - ( - ) 11. To approve the increment of the registered capital of the Company. Opinion of the Board : The Shareholders Meeting should by Baht 12,499,400,000 (Twelve Thousand Four Hundred and Ninety Nine Million, Four Hundred Thousand Baht) from Baht 794,743,810 (Seven Hundred and Ninety Four Million, Seven Hundred and Forty Three Thousand, Eight Hundred and Ten Baht) to Baht 13,294,143,810 (Thirteen Thousand, Two Hundred and Ninety Four Million, One Hundred and Forty Three Thousand, Eight Hundred and Ten Baht) by the issue of the following shares. (a) 478,840,000 (Four Hundred and Seventy Eight Million, Eight Hundred and Forty Thousand) ordinary shares, to be issued at no less than par value of Baht 10 (Ten Baht). (b) 771,100,000 (Seven Hundred and Seventy One Million, One Hundred Thousand) ordinary shares, to be at issued at Baht 5 (Five Baht) (being less than par) in accordance with Item 12 below. Enclosure (7) 12. To approve the amendment of the Clause 4. Of the Memorandum of Association of the Company regarding the registered capital to be in accordance with the increment of the registered capital in the preceding agenda. Opinion of the Board : The Shareholders Meeting should approve to amend the Clause 4. of the Memorandum of Association of the Company regarding the registered capital to be in accordance with the increment of the registered capital as follows:- Clause 4. The registered capital : Baht 13,294,143,810 (Thirteen Thousand, Two Hundred and Ninety Four Million, One Hundred and Forty Three Thousand, Eight Hundred and Ten Baht) Divided into : 1,329,414,381 shares (One Thousand, Three Hundred and Twenty Nine Million, Four Hundred and Fourteen Thousand, Three Hundred and Eighty One shares) At a par value of : Baht 10 (Baht Ten) each. Divided into Ordinary shares : 1,329,414,381 shares (One Thousand, Three Hundred and Twenty Nine Million, Four Hundred and Fourteen Thousand, Three Hundred and Eighty One shares). Preferred shares: - None - ( - ) 13. To approve the issue of 771,100,000 shares for a price which is less than the par value of the registered shares of the Company. Opinion of the Board : The Shareholders Meeting should approve the issue of 771,100,000 shares for a price which is less than the par value of the registered shares of the Company (i.e. Baht 10) for Baht 5 (Five Baht) per share by fixed discount rate of Baht 5 (Five Baht) Enclosure (7) 14. To approve the allocation of the new shares Opinion of the Board : The Shareholders Meeting should approve to allot the new issued shares authorised pursuant to the capital increase approved by authorizing the issue of the ordinary shares to effect the capital increase approved once or from time to time to any of the specific investors not more than 35 persons in any 12 month period;and/or to any of 17 institutional investors as referred to in the Notification of the Securities Exchange Commission : Re the Submission and the Exemption thereto of the Information Disclosure Requirement Forms to be Submitted in the Offering of Securities dated September 12, 1996 and that the Board of Directors be authorized to determine the details of the allotments including, the identity of the subscriber, the terms, conditions, date, time, procedures or other details relating to the offer of those shares, as appropriate. In the event that after the closing of each of the above shares allotment, there are some shares left unsubscribed the Board of Directors shall proposed to the shreholders meeting to re- approve the allotment of same. 15. To approve the conditions for the issue of the shares to be issued pursuant to the capital increase referred to in agenda item 11 above. Opinion of the Board : The Shareholders Meeting should approve to assign the Board of Directors with respect to have authorized to allot the new issue share as appropriate. 16. To approve amendment to Articles 9, 10, 14, 23, 24 and 26 and addition of Article 26/1 of the Companys Articles of Association. Opinion of the Board : The Shareholders Meeting should approve amendment to Articles 9, 10, 14, 23, 24 and 26 and addition of Article 26/1 of the Companys Articles of Association to read as follows:- ARTICLE 9. The Companys shares are freely transferable without restriction, save such transfers as will cause the foreign shareholding to exceed 39 (thirty nine) per cent of the total issued shares. Enclosure (7) Other than, by transfer of shares, foreigners may hold the Companys shares in any of the following ways: (1) subscription for newly-issued shares by exercising rights as an existing shareholder; (2) subscription for newly-issued shares which are offered for sale to the public or otherwise, as may be permitted by law; (3) dividend payment in the form of shares; (4) conversion of convertible debentures or the exercise of rights attached to warrants; (5) naturalisation from Thai to become a foreign national or taking up foreign nationality by the effect of law. However, the shareholding of foreigners pursuant to the above shall not cause the Companys foreign shareholding to exceed 39 (thirty nine) per cent of the total issued shares. ARTICLE 10. The Company may refuse to register any transfer or holding of shares which is inconsistent with the provisions of Article 9. In such case, the transferee or the holder of such shares shall immediately dispose of all or some of its shares so that the Companys foreign shareholding shall not exceed 39 (thirty nine) per cent of the total shares issued. For this purpose, the Companys board of directors may proceed as may be necessary for the compliance herewith. ARTICLE 14. The Company shall have a board of directors comprising 11 (eleven) directors who shall be appointed by the shareholders meeting. Not less than half of the total number of directors must have residence in the Kingdom ARTICLE 23. A Board of Directors meeting shall be held at least once every three months in accordance with the timetable determined in advance for each year or at any time as required by the applicable law or for administrative purposes. ARTICLE 24. The meetings of the Board of Directors shall be called by the Chairman of the Board. In any case where two or more directors request that a meeting be called, the Chairman of the Board shall fix a meeting date within 14 (fourteen) days after receipt of such request. In calling a meeting, the Chairman of the Board or the person designated by the Chairman shall send a notice to each director not less than 14 (fourteen) days in advance of the meeting, save in the case of urgency where it is necessary to protect the rights or privileges of the Company, when a meeting may be called by other means and held with shorter notice. Enclosure (7) Such notice must specify the day, time, place and the agenda of the meeting, and shall be accompanied by all documents relevant to the meeting. ARTICLE 26. The Board of Directors has the power and responsibilities to manage and administer the Company in compliance with the objects and Articles of Association of the Company as well as the resolutions of the general meetings of shareholders. Any two of the directors may jointly sign to bind the Company with the Companys seal affixed. Subject to the provisions of the foregoing paragraph, the Board may appoint the authorized directors who shall sign to bind the Company with the Companys seal affixed. The Board may appoint a committee of executive officers to carry out the Companys day-to-day business or such other activities as assigned by the Board. The chief executive officer shall be appointed by the Companys Board of Directors. Executive officers shall be entitled to remuneration and allowance in such amount as the Board of Directors meeting may determine, without prejudice to their other rights to receive other remuneration or benefits as directors of the Company pursuant to Article 29 hereof or as employees or staff of the Company. An Executive Officers meeting shall be held at least once a month. In calling such a meeting, the chief executive officer or the person designated by him shall send a notice to each executive officer not less than 14 (fourteen) days in advance of the meeting. Such notice must specify the day, time, place and the agenda of the meeting, and shall be accompanied by all data and information relevant to the meeting. An Executive Officers meeting may be held either by way of teleconference or by circulating a resolution of the meeting to all executive officers for their signatures, as may be necessary or practical in each case. An Executive Officers meeting shall be conducted in English if any of the members present is an expatriate who does not know the Thai language, and in such case, the agenda of the meeting and all data and information concerned shall be in English. ARTICLE 26/1 At any time as the Board of Directors may deem appropriate, any committee other than the committee of executive officers may be appointed to assist the Board of Directors in the management of the Companys business. Enclosure (7) 17. To approve the appointment 2 additional directors. Such that there are 11 directors of the company. Opinion of the Board : The Shareholders Meeting should approve to appoint the 2 additional directors nominated by Mr. Apichart Chutrakul and Mr. Srettha Thavisin, total 11 directors 18. Other business (If any) Pre-elcid\enclose7.doc