In this Agenda, some shareholders who are the company's directors or have relationship with some directors, will have no right to vote (related transaction).
Agenda 8 Consider and approve an increase of the registered capital and the amendment to Clause 4 of the Memorandum of Association
Directors' opinion: Following the details in Agenda 9 and 10,the Shareholders' Meeting should approve the increase of the Company's registered capital by additional Baht 82,050,000 from Baht 2,343,150,000 to be Baht 2,425,200,000 divided into 2,425,200,000 ordinary shares by issuing 82,050,000 new ordinary shares at the par value of Baht 1 each, including the amendment to clause 4 of the Memorandum of Association to reflect the increase of the registered capital.
Agenda 9 Consider and approve the issue and offer of warrants to employees of the Company and its subsidiaries
Directors' opinion: For the following reasons:
- To have the employees contribution to the Company as owners;
- To motivate employees and enhance spirit and loyalty of the employees in their performance for the Company;
- To keep all capable and efficient personnel with the Company in a long term;
the Shareholders' Meeting should approve of the issuing of 77,000,000 units of warrants offered to Employees of the Company and its subsidiaries, in which not less than 75 percent of the total paid-up capital held by the Company, with the indicative terms set out in the attachment concerning the project for allocation of securities to Employees of the Company and its subsidiaries (Enclosure 9 and 10).
This Agenda will be approved under 2 conditions:
- With,at least three-fourth of total attended shareholders (who have rights to vote),approval;
- Not more than 10% of total attended shareholders, objection.
Agenda 10 Consider and approve the allotment of new ordinary shares to offer to employees of the Company and its subsidiaries and reserve for the warrant exercise
Directors' opinion: Board of Directors proposed to the Shareholders's Meeting for the approval of the allotment of 82,050,000 new ordinary shares at the par value of Baht 1 each,as the following details:
1. 50,000 new ordinary shares will be additionally reserved for the exercise of Warrants issued to the employees of the Company and its subsidiaries (ESOP-W1), which may be effected from adjustments of exercise price and exercise ratio according to the terms and conditions specified in the prospectus.
2. 5,000,000 new ordinary shares will be offered to Employees of the Company and its subsidiaries,in which not less than 75 percent of the total paid-up capital held by the Company concerning the project for allocation of securities to Employees of the Company and its subsidiaries.
3. 77,000,000 new ordinary shares will be reserved for the exercise of ESOP Warrants (ESOP-W2) offered to Employees of the Company and its subsidiaries.
Any unsubscribed shares remaining from shares non-subscribed or Warrants non-issued or the Warrants non-exercised may be offered in one or several tranches from time to time by way of Private Placement at the same offering price in accordance with the Notification of the Securities and Exchange Commission No.KorJor.12/2543 regarding the application and permission for offer of new shares.The Board of Directors shall be authorized to determine the offering price, the subscription period, conditions and other details of the allocation including to determine the "market price" as required by the relevant SEC notifications (Enclosure 10).
Agenda 11 Consider and approve the Company's issuance and offer of debenture of not exceeding Baht 2,000,000,000
Directors'opinion: To be used as a source of Company's working capital, the Board of Directors proposed to the Shareholders's Meeting for the approval of the issuance and offer of debenture of not exceeding Baht 2,000,000,000, as the following details.
The issuance and offer for sale of debenture of not exceeding Baht 2,000,000,000 or in any other currency equivalent thereto whereby such debentures may be subordinated and/or unsubordinated type, with any other type of debentures dominated in Thai Baht and/or any other currency with the term of no less than 3 years,the offer for sale of which may be made by way of public offering and/or private placement and/or to institutional investors having qualification as specified in the notification of the Securities and Exchange Commission, and entirely or partially within one or several times offering, as the Company deems appropriate.
In this regard,the Board of Directors and/or any person(s) assigned by the Boards and/or Chief Executive Officer and/or Managing Director should have the power to determine any details and conditions in respect of such debentures for the time being, and also have power to appoint the debentureholders representative,registrar,underwriter, advisor and/or any other persons needed to be involved, including to agree on any terms and conditions of the relevant agreements and/or documents, to prescribe any rules, regulations, conditions and other details in respect thereof and to proceed with any other acts and things for the accomplishment of the aforementioned objectives under the relevant rules, regulations, notifications and laws. This issue will be proposed to the shareholders' meeting for approval.
By the Public Company Limited Act, B.E. 2535, this agenda should be approved with at least three-fourth of total attended shareholders.
Agenda 12 Consider other issues (if any)
Under Article of Association of the Company, number of shareholders or proxy attended the shareholders' meeting have to be at least 25 persons or at least 50% of total shareholders of the Company, and the number of shares attended the meeting have to be at least 1/3 of total paid-up Shares (Enclosure 8).
The Shareholders are cordially invited to attend the Meeting on the above mentioned time and venue.If any Shareholder would appoint any other person to attend the Meeting and to cast the votes, please assign that person in the proxy (the proxy form are enclosed). In case that a shareholder cannot find a suitable person,the Company would like to propose Mr. Kosol Suriyaporn or Mr. Nontachit Tulayanonda,the Company's Independent Directors and Members of Audit Committee (Biography and background of the Independent Directors who are proposed to be proxy holders is enclosed,Enclosure 7) to be the proxy.Any shareholder or the proxy has to submit the relevant document to determine the right to attend the Meeting at the above-mentioned venue between 9.00 a.m.-10.30 a.m.
Please fill in both independent directors' names in the authorization section if either one cannot attend the meeting.
Please be informed that you can now download Invitation of the 2008 Ordinary Annual General Meeting of Shareholders, form, and relevant documents from our website at www.ap-thai.com since March 28, 2008.
For your acknowledgement.
