April 23 rd, 2004
Subject : Report on the Resolution of the Ordinary General Meeting of Shareholders No. 1/2004
To : The President
The Stock Exchange of Thailand (SET)
The Union Mosaic Industry Public Company Ltd. ("The Company") would like to inform the resolution
of the Ordinary General Meeting of Shareholders No.1/2004, held on April 23rd, 2004 at 2.30 p.m. at the Company's
meeting room. The resolution of the meeting are as follows:
1. The shareholders' meeting has unanimously recommended the acknowledgement of the
minutes of the Extraordinary General Meeting of Shareholders No.1/2003.
2. The Shareholders' meeting has resolved the acknowledgement of the annual report of the
Company and also approved Balance Sheet and Profit & Loss Statement including the auditor's
examination report of the Company for the December 31st, 2003.
3. The shareholders' meeting has approved the dividend omission for the year 2003.
4. The shareholders' meeting has approved the election of the following persons to be Directors
according to the Company's regulation.
1. Mr. Natchana Phenjati
2. Mr. Methawee Laowiwatwong
3. Mr. Sivaporn Dardarananda
4. Mr. Panop Ansusingha
5. Mr. Marut Mangklabruks
Moreover, auditing board members has been appointed by the shareholders' meeting as
follows:
1. Mr. Sathian Sathianpanich Chairman of auditing
board members, to have
a working term of 4 years.
2. Miss. Alisa Asavapalungkul Auditing board members,
to have a working term of 2 years.
3. Miss. Sujitra Thuksinvarajarn Auditing board members,
to have a working term of 2 years.
5. The shareholders' meeting has appointed Mr. Phichai Dachanapirom, License No. 2421 and Mr.
Jadesada Hongsapruck, License No. 3759. of Dharmniti Auditing Company Limited to be the
Company's auditors for the year 2004. The remuneration for auditing is fixed annually at Baht
710,000.00 and fee for examining financial statement at Baht 288,000.00. Total fee payment is
Baht 998,000.00 per year.
6. The shareholders' meeting has approved the Company to register the amendment of the
Company Articles of Association in accordance with the Public Company Act (issue 2) by
revising clause 4, clause 7 and clause 9. And the Article of Association of the company has
been added to be in line with the Announcement of the Stock Exchange of Thailand and the
Office of Securities and Exchange Commission by adding clause 54 (details enclosed).
7. The Board of Directors would like to take back the details about the issuance of warrants for
reconsideration, therefore, this agenda has not been submitted to the shareholders' meeting.
8. The Board of Directors would resubmit this agenda together with the issuance of warrants for
directors and employees.
Please be informed accordingly,
Yours Sincerely,
Miss Paweena Laowiwatwong
President
The Union Mosaic Industry Public Company Ltd.
-------------------------------------------------
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).
1.1 Clause 4 "Common share of the Company has the par volume of Baht 10.00 each"
To be revised to
Clause 4 "Common share of the Company. each share must have the same par value"
1.2 Clause 7 "There is a prohibition for the Company to be the owner of the Company's share
or act as the mortgagee of the Company's shares".
To be revised to
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."
1.3 Clause 9. "Except for the case that specify in this Article of Association, the common share
of the Company can be transferred freely without restriction, but the alien shall have right to hold
the company's shares not more than 15 percent of common share that has been paid up ordinary shares
of the company.
In case that the Company has increased the capital, the alien can acquire the new ordinary
shares more than rate that specify in the first statement of this clause. But the holding of this new
ordinary shares by the alien in this case, when combined with the held common shares by the alien
according to the first statement of this clause,the total common shares held by the alien shall not be
more than 35 percent of the all paid up common share of the Company at that time. The restrict rate
that alien shall have right to hold common shares up to 30 percent can be applied only in the case that
there is a transfer of common shares from the alien who acquire new ordinary shares according to this
statement ( or the dividend in term of shares or the new ordinary shares that issue of common
shareholder who acquire the new ordinary share follows this second statement) to the alien in every
step of the transfer until the mentioned ordinary shares will be transferred to the persons who are not
alien.
The restriction rate of common shares held by the alien according to the first statement shall not
be applied to the common shares held by the alien that has before the revision of this Article of
Association including the subscription of new ordinary shares according the right of shareholders and
the receipt of dividend as shares and the transfer of common shares by the mentioned alien to the other
alien in every step of transfer until this common shares will be transferred to the persons that are
not the alien."
To be revised to
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."
