ข่าวแจ้งตลาดหลักทรัพย์

Tor.6/2550 April 24, 2007 Subject : Reports on shareholders's Resolutions 2007 To : President The Stock Exchange of Thailand Loxley Public Company Limited("the Company") would like to report on the resolutions made at the Annual General Meeting of Shareholders No.1/2007 held on April 24, 2007. There were 138 Shareholders who has attended the meeting, including proxies received, and representing 812, 303,305 shares, the detail of the resolutions are as follows : 1. To Certify the Minutes of the Annual General Meeting of Shareholders No. 1/2006 held on April 25, 2006, with the following voting results: - Agree 812,303,305 votes, equal to 100 percent - Disagree - votes, equal to - percent - Abstained - votes, equal to - percent Of the total votes of shareholders in attending the meeting and having the rights to vote. 2. To acknowledge and approve the report on the Company's operating results for the year 2006. 3. To approve the balance sheet and profit and loss statements as at December 31, 2006 which was audited by the Company's auditors, with the following voting results: - Agree 812,303,305 votes, equal to 100 percent - Disagree - votes, equal to - percent - Abstained - votes, equal to - percent Of the total votes of shareholders in attending the meeting and having the rights to vote. 4. To make the annual dividend payment for the Company's operation for the Year 2006 at Baht 0.05 per share to the shareholders named at the closing dated for share registered on April 4, 2007 and pay the dividend to the shareholders within Tuesday, May 22, 2007. The company allocated the net profit to be the legal reserve, with the following voting results: - Agree 812,303,305 votes, equal to 100 percent - Disagree - votes, equal to - percent - Abstained - votes, equal to - percent Of the total votes of shareholders in attending the meeting and having the rights to vote. 5. To re-appoint the directors whose tenure has ended , with the following voting results: 1. Mr. Sukit Wanglee - Agree 794,488,705 votes, equal to 97.81 percent - Disagree - votes, equal to - percent - Abstained 17,814,600 votes, equal to 2.19 percent Of the total votes of shareholders in attending the meeting and having the rights to vote.(Mr.Sukit Wanglee abstained) 2. Mr. Dhongchai Lamsam - Agree 773,689,455 votes, equal to 95.25 percent - Disagree - votes, equal to - percent - Abstained 38,613,850 votes, equal to 4.75 percent Of the total votes of shareholders in attending the meeting and having the rights to vote.(Mr.Dhongchai Lamsam abstained) 3. Dr. Wichian Watanakun - Agree 798,069,795 votes, equal to 98.25 percent - Disagree - votes, equal to - percent - Abstained 14,233,510 votes, equal to 1.75 percent Of the total votes of shareholders in attending the meeting and having the rights to vote.(Dr.Wichian Watanakun abstained) 4. Mr. Supachai Wanglee - Agree 796,251,015 votes, equal to 98.02 percent - Disagree - votes, equal to - percent - Abstained 16,052,290 votes, equal to 1.98 percent Of the total votes of shareholders in attending the meeting and having the rights to vote.(Mr.Supachai Wanglee abstained) 5. Dr. Sompop Chareonkul - Agree 798,148,545 votes, equal to 98.26 percent - Disagree - votes, equal to - percent - Abstained 14,154,760 votes, equal to 1.74 percent Of the total votes of shareholders in attending the meeting and having the rights to vote.(Dr.Sompop Chareonkul abstained) 6. To approve the director's remuneration of the Company's Directors for 2007 within theamount of Baht 13 million, with the following voting results: - Agree 799,148,545 votes, equal to 98.38 percent - Disagree - votes, equal to - percent - Abstained 13,154,760 votes, equal to 1.62 percent Of the total votes of shareholders in attending the meeting and having the rights to vote. 7. To appoint the following persons as auditors: 1. Mr.Vichien Thamtrakul CPA No.3183 or 2. Mr.Sudchit Boonprakob CPA No.2991 or 3. Mr.Vairoj Jindamaneepitak CPA No.3565 or 4. Mr.Santi Pongjareanpit CPA No.4623 from KPMG Phoomchai Audit Ltd. for the year 2007 with the fixed remuneration at Baht 2.00 million, with the following voting results: - Agree 812,303,305 votes, equal to 100 percent - Disagree - votes, equal to - percent - Abstained - votes, equal to - percent Of the total votes of shareholders in attending the meeting and having the rights to vote. 8. 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, with the following voting results: - Agree 771,640,859 votes, equal to 95 percent - Disagree 27,484,186 votes, equal to 3.38 percent - Abstained 13,178,260 votes, equal to 1.62 percent Of the total votes of shareholders in attending the meeting and having the rights to vote. 9. resolution to issue and offer 1,921,030 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, with the following voting results: - Agree 74,191,160 votes, equal to 88 percent - Disagree 3,107,200 votes, equal to 3.69 percent - Abstained 7,008,394 votes, equal to 8.31 percent Of the total votes of shareholders in attending the meeting and having the rights to vote. 10. 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, with the following voting results: - Agree 799,148,545 votes, equal to 98.38 percent - Disagree - votes, equal to - percent - Abstained 13,1548,260 votes, equal to 1.62 percent Of the total votes of shareholders in attending the meeting and having the rights to vote. 11.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) pershare, 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. with the following voting results: - Agree 796,921,345 votes, equal to 98.11 percent - Disagree 2,227,200 votes, equal to 0.27 percent - Abstained 13,154,760 votes, equal to 1.62 percent Of the total votes of shareholders in attending the meeting and having the rights to vote. 12. 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. 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'sBoard of Directors shall be authorized to propose the same for shareholders'consideration, with the following voting results: - Agree 775,578,345 votes, equal to 95.48 percent - Disagree 23,570,200 votes, equal to 2.90 percent - Abstained 13,154,760 votes, equal to 1.62 percent Of the total votes of shareholders in attending the meeting and having the rights to vote. 13. 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. with the following voting results: - Agree 796,921,345 votes, equal to 98.11 percent - Disagree 2,227,200 votes, equal to 0.27 percent - Abstained 13,154,760 votes, equal to 1.62 percent Of the total votes of shareholders in attending the meeting and having the rights to vote. Please be notified accordingly. Sincerely yours, Loxley Public Company Limited (Mr. Pichai Mooputtarak) Secretary of Board of Director