(F53-4)
Capital Increase Report Form
The Union Mosaic Industry Public Company
July 29th, 2003
We, the Union Mosaic Industry Public Company ( The Company ), hereby report the resolution of the Board of
Directors No. 2 / 2546, held on July 29th, 2003 from 10.00 a.m. to 11.30 a.m. in respect of a capital increase as
follows:
1. Capital increase:
The Meeting of the Board of Directors passed a resolution approving the increase of a registered capital of
the Company from 320,000,000 Baht to 480,000,000 Baht by mean of the issuance of ordinary shares with
a par value of 10 Baht each, totalling 160,000,000 Baht.
2. Allotment of new shares:
The Meeting of the Board of Directors passed a resolution approving the allotment of 16,000,000 ordinary
shares with par value of 10 Baht each, totaling 160,000,000 Baht the details of which are as follows:
2.1 The details of share allotment:
In order to reserve for supporting the exercise of converting convertible debenture without
collateral amount 160,000,000 Baht as to pay debt for the group of creditors with terms and
conditions as follows:
1) Term 5 years, par value 1,000 Baht each.
2) Interest rate: MLR-1% per year, payment every 6 months.
3) Conversion ratio of capital increase in ordinary shares of debtors: 1 convertible debenture per
100 ordinary shares.
4) Right to purchase back convertible debentures: Right will be granted to existing shareholders
to purchase convertible debentures from TAMC and / or TISCO in an amount of 64,000,000
Baht within 3 years with purchasing back price as follows:
- Amount 32,000,000 Baht, the existing shareholders can purchase convertible debentures
at the face value that equal to 1,000 Baht each and accrued interest counted from the
date of last paid interest up to the date of existing shareholders exercise their right (if
any).
- The rest amount 32,000,000 Baht, the existing shareholders can purchase convertible
debentures at the face value the equal to 1,500 Baht each and accrued interest counted
from the date of last paid interest up to the date of existing shareholders exercise their
right (if any).
And debtors shall be responsible for various expenses concerning the issuance of
the said convertible debenture.
2.2 The company's plan in case where there is a fraction of shares remaining.
None.
2.3 The number of shares remaining from the allotment is -
3. Schedule for shareholders meeting to approve the capital increase:
The Extraordinary Meeting of Shareholders No. 1/2546 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. The share register will be closed for share transfer in order to
determine the right to attend this meeting from August 13th, 2003 at 12.00 o' clock, until the meeting has
been duly convened.
4. Approval of the capital increase by relevant governmental agency and conditions there to (if any).
The Office of the Security and Exchange Commission.
5. Objectives of the capital increase and plans for utilizing proceeds received from the capital
increase:
An amount of this money will be use to support the exercise of converting debenture that the
Company issue in order to pay debt for the group of creditors.
6. Benefits which the Company will receive from the capital increase: -
7. Benefits which the shareholders will receive from the capital increase:
7.1 Dividend policy -
7.2 Subscribers of new shares issued for this capital increase will be entitled to receive dividends from
the Company's business operations starting from -
7.3 Others -
8. Other details necessary for shareholders to approve the Company increase: -
9. Schedule of action where the board of directors of the Company passes a resolution approving the
capital increase: -
The Company hereby certifies that the information contained in this report form is true and complete in all
respects.
Signed..................authorized director
( Miss Paweena Laowiwatwong )
President
Signed..................authorized director
( Mr. Natchana Phenjati )
Executive Vice President
