Detail of allocation of newly issued Ordinary Share
The Union Mosaic Industry Public Company has allocated the newly issued ordinary share
amount 699,726 shares to support for the right to exercise of warrants to purchase ordinary
share from the resolution of the Extraordinary Shareholders' Meeting No.1/2003 that approve the
allocation of newly issued ordinary share amount 25,600,000 shares as follow:
1. Amount 16,000,000 shares to support the conversion of convertible debenture to
ordinary share
2. Amount 9,600,000 shares to offer for sales to original shareholders according to the
ratio of shares that held.
And this allocation of newly issued ordinary shares, the company can allocate only
15,800,274 shares. There are newly issued ordinary shares that are not allocated amount
9,799,726 shares. The Board of Directors would like to make a request from the Annual General
Shareholders Meeting No.1/2004 to approve the allocation of the mentioned ordinary shares
amount 699,766 shares to support the right to exercise of warrants to purchase ordinary share
for Directors and workers (ESOP).
------------------------
Detail of scheme for subscription of warrants of The Union Mosaic Industry Public Company Limited
for Directors and Workers.
1. Objective and necessity
To be reward for directors and workers who have determination to perform their duties so the
company can overcome the economic crisis. And this will be the incentive for workers to continue
working with all out effort that will result in the better performance of the organization. And it will be
the measure to keep the capability persons with the company and build up the share ownership of
the organization to the workers so they will have the join objective as to made the highest return to
shareholders.
2. Details of warrants as follow:
Type : warrants to purchase ordinary share name - registered and transferable
Term : 5 years commencing from the issued date of warrant
Amount : 699,726 units
Number that can exercise right : 699,726 units.
Price : no value
Exercise ratio : 1 warrant for 1 ordinary share
Exercised price : Baht 10 per 1 ordinary share
Exercised date : every 6 months and the Board of Directors of the company have right to
specify the first exercised date accordingly.
Method of allocation : limited allocation for the company's directors and workers of the company
and / or purchasers of this securities by this purchaser has to bring the
said warrant to offer for sales to Directors and workers.
Issuance of warrant : the Board of Directors of the company and / or the persons who
have been assigned from the Board of Directors will specify the
subscription date of warrant after the company has been
approved by shareholders meeting and the Office of Securities
and Exchange Commission.
3. The qualifications of Directors and workers that will receive warrant :
should have status of Board of Directors and workers of the Company. Each person shall not
receive the same amount, it depends on experience, working period, contribution to the company
with responsibility according to Board of Directors specify.
4. List names of Directors and workers who receive warrant more than 5 percent of total amount:
No directors and workers who receive warrant more than 5 percent of total amount.
5. The Impact on shareholders from results of warrants issuance.
5.1 Impact on price in stock market (price dilution) :
In case all warrants have been exercised amount 699, 726 shares at Baht 10 per share with
price in stock market (closing price) at March 17 th, 2004, of Bath 68.50 per share and the
company has issued and paid up shares of 47,800,274 shares. These will be an impact on
price in stock market (price dilution) that market price of share in stock market will decrease
at rate of 1.23 percent from the previous price.
5.2 The impact on dividend or right to vote of original Share holders (control dilutions) :
In case all warrants have been exercised amount 699,726 shares and the company has
issued and paid up share of 47,800,274 shares. There will be an impact on dividend or
right to vote of the original shareholders (control dilution) 1.44 percent of dividend or
original right to vote.
6. Practice, condition and method in allocating warrants.
Allocation condition : Board of directors of the company and/or the person who is appointed, will
specify the name of the company's workers who will receive warrants and to specify amount of
warrants for each workers. In allocation of warrants to each worker, the measurement that has to be
considered will be the capability and efficiency of working, result of work, monthly income, position
and working period with the company.
Condition to exercise : 1. Warrant holders can exercise right to convert to ordinary share according
to amount in warrants for all in one time or exercise right many times
according to Board of Directors specify but when combine, it should not
be more that the amount that specify in warrants.
2. Holder of warrants shall be transferable to other persons.
7. The right of shareholder to object to the issuance of this warrant :
The issuance of this warrants should receive an approved from shareholders meeting with the
amount of vote not less than 3 in 4 of total number of shareholder attend the meeting and have right
to vote and there should not have shareholder together more than 10 percent of total vote of
shareholders who attend the meeting object to the issuance of this warrants.
8. Other conditions
The Board of Directors of the company and/or the persons who are appointed get
approved from the related organization and have right to proceed all the necessary matter including
the right to specify and/or to revise or to add the condition and details that are related and have right
to consider specification, condition and details in issuance of the mentioned warrant with in the law
and related regulation.
---------------------
Detail of Revised and Added to the Articles of Association of the Company.
The Union Mosaic Industry Public Company Limited.
1. The Articles of Association of the Company that are revised to be in line with the Public Company Act
(Issue 2).
Clause 7 "The company shall not be the owner of shares or can not be mortgagee of the
company's shares, except the following cases.
(1) The Company might purchase back from the shareholders that vote against the resolution of
the shareholders' meeting that approve the revision of the article of Association of the
Company in section that relates to the right to vote and the right to receive dividend. Since
the shareholders who vote against, might consider that they do not receive the equal justice.
(2) The Company may purchase back the ordinary shares for the purpose of financial
administration, in case that The Company has retained earning and excess liquidity. And the
purchase back of ordinary share will not cause the financial problem to the company.
Ordinary shares that the company hold will not be counted as meeting attendance in
shareholders meeting. There is no right in voting and receiving dividend. The Company shall
issue the ordinary share back according to the previous clause within the period of time that
specifies in the Ministry's regulation. In case that the company can not issued or not all can
be issued within the period of specified time, the company has to reduce the paid-up capital
by cut down the registered ordinary shares in the amount equal to that can not be issued."
Clause 9. " Ordinary shares of the company shall be transfer without limitation except the
transfer of ordinary shares that will caused the persons who do not have Thai nationality to
have the shares in the company more than 35 percent of amount of ordinary shares that have
been paid up of the company.
For the purpose of this clause "person who do not hold Thai nationality" mean:
a) Partnership, private company and other company that capital from every persons who are not
Thai nationality together up to 50 percent of capitals of partnerships private company and
other company.
b) Partnership, private company and other company that partners with limited or non limited
responsibility have held the ordinary shares and be non Thai nationality persons up to 50
percent of amount of all partners or shareholders.
c) Association, foundation, organization or other institutes with members or amount of directors
up to 50 percent of total members of amount of directors in
any case or having manager as non Thai nationality person manage or establish for the
purpose of benefit to the person the are not Thai nationality.
In the case that transfer of ordinary share of the company in either reason
that cause the total amount of ordinary shares hold by non Thai nationality person are more than rate that
mentioned in the article of association of the company in this clause, the company shall order the
transferee to sell the ordinary shares that are the cause of excess from the said ratio immediately.
2. The Article of Association of the company that has been added to be in line with the
Announcement of the Stock Exchange of Thailand ant The Office of Securities and Exchange
Commission.
Clause 54"In case that the company or subsidiaries decides to make related
transaction or transaction that link to acquire or sell of the assets of the company or subsidiaries
according to meaning that specify to the Announcement of the Stock Exchange of Thailand to
enforce to the related transactions of the Company, register or acquire or sell of the assets of
listed company according to each case, therefore, the company should proceed according to
principle and method that the mentioned announcement specify in that matter accordingly."
