July 6th, 2004.
Subject : Notification of the Resolution of the Board of Directors' Meeting No. 2/ 2547
To : The President
The Stock Exchange of Thailand (SET)
The Union Mosaic Industry Public Company Limited ("The Company") would like to inform the
resolution of the Board of Directors' Meeting No. 2/2547, which held on July 6th, 2004 at 15.30 p.m. at the
Company's meeting room. The resolutions of the meeting are as follows:
1. The Board of Directors of the Company has considered and recommended the acknowledgement
of the minute of the Board of Directors' meeting No. 1/2547
2. The Board of Directors of the Company has considered and approved that the change of the
Company's par value from Baht 10.00 ( Baht ten ) each to Baht 1.00 ( Baht one ) per share and
the amendment to Clause 4 of the Memorandum of the Association of the Company to be in line
with the change in par value to read as follows:
Clause 4. Registered capital Baht 576,000,000.00 ( Baht five hundred and seventy-six million )
Divided into 576,000,000 shares ( Five hundred and seventy-six million shares )
At the par value of Baht 1 ( Baht one)
Classified into
Ordinary shares 576,000,000 shares ( Five hundred and seventy-six million shares )
Preference shares None ( None )
3. The Board of Directors of the Company has considered and set the Extraordinary General
Shareholders' Meeting no.1/2547 will be held on August 10th,2004 at 14.00 p.m.at the Company's
meeting room 65 Chamnan Phenjati Business Center 27th floor, Rama 9 Road, Huaykwang,
Bangkok..
The agenda of the meeting will be as follows:
Agenda no.1 : To confirm the minute of the Ordinary General Meeting of Shareholders
no.1/2547.
Agenda no.2 : To consider and approve the change of par value and the amendment to
Clause 4 of the Memorandum of Association of the Company so as to
reflect the change of par value.
Agenda no.3 : To consider and approve the revision of Clause 9 in the Articles of
Association of the Company in the section about the definition of Non-Thai
citizenship person as to be in line with An Alien Act Por. Sor. 2542,
therefore statement in paragraph two is deleted and statement in
paragraph three is revised from " the Company shall order " to " the
Company may inform " according to the registration of the Company with
the registrar's office of the public company and the copy of detail has
been enclosed.
Agenda no.4 : To consider other matters (if any).
4. The date of closing the share register book to suspend share transfers to determine the
shareholders entitle to attend the Extraordinary General Meeting of shareholder no.1/2547 will be
at 12.00 a.m. on July 21st, 2004 onward, until the meeting is over.
Please be informed accordingly,
Sincerely yours,
(Miss Paweena Laowiwatwong)
President
The Union Mosaic Industry Public Company
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Detail Clause 9 the Articles of Association of the Company
Clause 9 of the Articles of Association of the Company that the register's office has
ordered the Company to revise is as follows.
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."
The register's office considered and proposed that the definition of Non-Thai
citizenship person specified by the Company is different from An Alien Act Por.Sor.2542, which will
limit the transfer of shares. Therefore, the statement in paragraph two should be deleted and the
statement in paragraph three should be revised from " the company shall order" to " the Company
may inform".
