17 April 2002
BOARD'S RESOLUTION ON ADDITIONAL AMENDMENT OF THE ARTICLE
April 12, 2002
To: President
Stock Exchange of Thailand
Re: Board of Directors' resolution on additional amendment of the Article of Association.
Ref: Our letter dated March 22, 2002 re: Amendments of Article of Association.
In line with the recent announcement of the Stock Exchange of Thailand,
our Board of Directors resolved in its meeting held this afternoon, to change
its proposal on the amendment of article 9 to be as follows:
Adding to the end tail of article 9
"Except shares which were bought back by the Company in the following cases:
(a) buy back from shareholders who voted against the shareholders' resolutions that
amend the Articles of Association in respect of voting right and right to
receive dividend which the shareholders deem as unfair to them; or
(b) buy back for the purpose of financial management as the Company has accumulated
retained earnings and liquidity surplus and such share buy back does not cause
any financial difficulties to the Company.
However, the shares owned by the Company shall not be counted as quorum in any
shareholders' meeting, shall have no voting right in the shareholders' meeting and shall
have no right to receive dividend.
In the case of buying back not exceeding 10 percent of the paid up capital,
the Board of Directors is empowered to decide on the buy back including the sale and
distribution of such shares which had been bought back, without asking the shareholders'
meeting first.
In the case of buying back more than 10 percent of the paid up capital,
the Company needs prior consent from the shareholders' meeting.
Such shares which had been bought back, the Company must distribute out within
the timeframe specify by the Law. If it was not distributed or could not be all
distributed within such timeframe, the Company has to reduce its paid up capital
by deducting such remaining balance of the bought back shares out from its
registered capital.
The shares buy back, the distribution of such shares and the reduction of
capital by mean of deduction of such shares must be done in compliance with conditions
and processes specified by the Public Company Law as well as Securities and
Stock Exchange law including Ministerial Regulations, Rules, Regulations, Announcements,
Orders and related Directions issued in accordance with such Law."
All other proposals on amendment of the Article of Association remain the same as
resolved on the March 22, as specified in the referred letter.
Please be informed accordingly.
Sincerely Yours,
(Chatchai Thiamtong)
Vice President - Finance