August 20th, 2003
Subject : Resolution of the Board of Director's meeting
To : The President,
The Stock Exchange of Thailand (SET).
The Union Mosaic Industry Public Company Ltd. (UMI) would like to inform the
resolution of the Board of Director's meeting, held on August 20th, 2003 at 3.00 p.m. at the Company's
meeting room as the following:
1. The Meeting of the Board of Director passed a resolution to cancel the Extraordinary General
Meeting of Shareholders No. 1/ 2546, which is scheduled to be held on September 2nd, 2003 at
10.00 a.m. at the Company's meeting room, 29th floor, Chamnan Phenjati Business Center Building,
65 Rama 9 Road, Huaykwang, Bangkok and also to cancel the closing of the share register book
for attending the said Extraordinary Shareholders' Meeting that fix on August 13th, 2003 at
12.00 hrs.up until the
meeting has been duly convened.
The Company has to cancel the said Extraordinary General Meeting of Shareholders, because the
Company has to practice according to rule and principle of the office of the Security and Exchange
Commission about the issuance of convertible debenture and right to exercise converting to
common shares at the price lower than the market price. The cancellation of the said Extraordinary
General Meeting of Shareholders and renew meeting will be a benefit to the shareholders to get
enough additional information according to rule and principle of the office of the Security and
Exchange Commission for approval. If the Company does not conduct accordingly, the Company
shall not be able to issue convertible debenture to debtors of the Company in order to restructure
debt within the specific time in the Debt Restructuring Contract between the Company and group
of debtors of the Company, which will be the subjects for debtors of the Company to sue the
Company to force a case with the Company according to original value of debt. And if the
Company shall issue the convertible debenture within the specific time, the Company will receive
the deduction of debt (Haircut) by an amount of 408,262,138.00 Baht included all amount of
accrued interest, which will bring a good result to the Company and shareholders in order to
improve the financial status of the Company.
2. The Meeting of the Board of Director passed a resolution that the Extraordinary General Meeting of
Shareholders No. 1/ 2546 is rescheduled to be held on September 23th, 2003 at 10.00 a.m. at the
Company's meeting room, 29th floor, Chamnan Phenjati Business Center Building, 65 Rama 9
Road, Huaykwang, Bangkok, to consider the following matters:
- Agenda No. 1: To approve the minutes of the Annual General Meeting of Shareholders No.
1/2003.
- Agenda No. 2: To consider the issuance of convertible debenture amount 160 million Baht as
to pay debt for the creditors according to the details in the issuance of convertible debenture
report form.
- Agenda No. 3: To consider an offer to sell exercised convertible debenture at a price lower
than the market price according to The Office of the Security and Exchange Commission's
requirement.
- Agenda No. 4: To consider the increase of registered capital of the Company from 320 million
Baht to 576 million Baht by mean of the issuance of new ordinary shares amount 25,600,000
shares with par value of 10.00 Baht according to the details in the capital increase report form.
- Agenda No. 5: To consider the amendment of the Company's prospectus about registered
capital of the Company as the followings:
-Registered capital 576,000,000.00 Baht (Five hundred and seventy six million Baht).
-Divided into 57,600,000.00 shares (Fifty-seven million and six hundred thousand shares).
-Par value of 10.00 Baht each (Ten Baht).
-Shall be separated as:
-Ordinary shares 57,600,000 shares (Fifty-seven million and six hundred thousand shares).
-Preferred shares - shares ( - ).
- Agenda No. 6: To consider the allotment of capital increase in term of common shares as the
followings:
1. Amount 16,000,000 shares to support the converting of convertible debenture.
2. Amount 9,600,000 shares for an offer to sell to the original shareholders that name has
been registered in register book at the date that the Board of Director and or the persons
that the Board of Director appointed has the right to fix the closing of register book,
according to the ratio of shares by shareholders and shall has right to book purchasing of
capital increase in term of common share in ratio of 5 original common shares to 1 capital
increase in term of common shares with price 12.50 Baht each by giving the Board of
Director and or the persons that the Board of Director appointed has the right to fix the
closing of register book to stop the transfer action of shares for the right of shareholders to
book the purchasing of capital increase common shares.
- Agenda No. 7: To consider the transfer of legal reserve amount 32,000,000.00 Baht and
premium on share capital amount 498,800,000.00 Baht to compensate for the accumulated
loss of the Company. And the accumulated loss of the Company will be as the followings:
-Retained loss ( unappropriated ) as of January 1st, 2003 (1,095,210,289.50)
-Less legal reserve 32,000,000.00
-Less premium share capital 498,800,000.00 530,800,000.00
-Retained loss (unappropriated ) (564,410,289.50)
- Agenda No. 8: To consider other matters (if any ).
3. The closing date of the share register book for attending the Extraordinary Shareholders' Meeting
No. 1/2546 is on September 4th, 2003 at 12.00 hrs. onward until the meeting is duly adjourned.
Please be informed accordingly.
Yours sincerely,
Miss Paweena Laowiwatwong
President
The Union Mosaic Industry Public Company Ltd.
