March 14, 2007
Subject To report the resolution of the Board of Directors' Meeting No. 4/2007
Attention The President, the Stock Exchange of Thailand
The Board of Directors' Meeting No. 4/2007 of Asian Property Development PLC., held on 14th March, 2007 between 15.30 p.m. to 16.00 p.m. at Ocean Tower 1, 18th Floor, No. 170/57 Rachadapisek Road, Klongtoey, Bangkok has resolved as follows:
- Proposed for approval from Shareholders' Meeting the reappointment of directors as following:
Mr.Pong Sarasin
Mr.Chatchaval Bhanalaph
Dr.Naris Chaiyasoot
Mr.Payont Sakdejayount;- Proposed for approval from Shareholders' Meeting the change of the unpaid shares allotment of the unexercised ordinary shares of 157,341 shares (One hundred fifty-seven thousand three hundred forty-one shares) at par value of Baht 1 (One Baht) in accordance with the Warrants issued to the existing shareholders of the Company (AP-W1) which was already expired. The details are as following.
Old: To additionally reserve for the exercise of Warrants issued to the existing shareholders of the Company (AP-W1) which may be effected from adjustments of an exercise price and exercise ratio according to terms and conditions specified in the prospectus. Any unsubscribed shares remaining from Warrants being not issued or not exercised may be offered in one or several trances via the private placement in accordance with the Notification of the Securities and Exchange Commission No. Kor.Jor.12/2543. The Board of Directors shall be authorized to determine an offering price, subscription period, conditions and other details of the allocation including a "market price" as required by the relevant SEC notifications. (The resolution of the shareholders' Annual General Meeting for the year 2005)
New: To additionally reserve for the exercise of Warrants issued to the directors and employees of the Company and subsidiaries (ESOP-W1), which may be effected from adjustments of an exercise price and exercise ratio according to the terms and conditions specified in the prospectus. Any unsubscribed shares remaining from Warrants being not issued or not exercised may be offered in one or several trances via the private placement in accordance with the Notification of the Securities and Exchange Commission No. Kor.Jor.12/2543. The Board of Directors shall be authorized to determine an offering price, subscription period, conditions and other details of the allocation including a "market price" as required by the relevant SEC notifications.
- Set the agendas for the Ordinary General Meeting of Shareholders for the Year 2007 on 27th April, 2007, starting from 10.30 a.m., at Nai Lert Park Bangkok A Raffles International Hotel, 2 Wireless Road, Bangkok, 10330. The agendas include as following .
1.Certify the minutes made at Annual General Meeting of Shareholders 2006.
2.Approve the Company's 2006 operating result and approve the Company's Balance Sheet, Profit and Loss Statements as at 31st December, 2006.
3.Approve the dividend payment for 2006, operating performance and allocation for legal reserve;
4.Reappoint the new directors to succeed these completing their terms;
5.Appoint Auditor and approve auditor's fees for 2007;
6.Consider and approve the Director's fees;
7.Consider and approve the Director's bonus;
8.Consider and approve the change of the allotment of unpaid ordinary shares reserve for the exercise of Warrants;
9.Consider other issues (if any).
For your acknowledgement
Yours Faithfully,
Asian Property Development Plc.
Mr.Pichet Vipavasuphakorn
Managing Director