15 August 2007
ESOP warrant and the date of EGM Meeting
Translation
H.T./SET/028/2007
August 14, 2007
Subject: ESOP warrant and the date of EGM Meeting
To: President
The Stock Exchange of Thailand
Enclosure: 1. Details of information concerning the ESOP Plan
2. Capital Increase Report Form 53-4
The Board of Directors Meeting No.167 of Singer Thailand Public
Company Limited, held on August 14, 2007, has resolved the following
resolutions:
1. Approved the appointment of Mr. Boonyong Tansakul as the new
Director to replace the available position.
2. Approved Director's power
" Mr. Daniel Michel Philiponet, Mr. Gavin John Walker, Mr. Sophon
Pholvilai and Mr.Boonyong Tansakul any two of these four directors can sign
jointly with the Company's seal affixed. "
3. Resolved to approve the issuance, offering and allocation of share
warrants in the number of 13,500,000 units, representing 5.0% of the paid up
capital of the Company at the exercise price of Baht 1.78 to the Managing
Director of the Company pursuant to the ESOP Scheme in order to encourage the
Managing Director to use this knowledge and capability to manage and operate
the Company for the good business result of the Company. Details of the
offering of ESOP are attached as Annex. 1.
4. Resolved to approve the increase of the registered capital of the
Company of 13,500,000 shares (Thirteen Million and five Hundred Thousand
shares) at the par value of THB 1.00 per share with a total increase of the
registered capital of THB 13,500,000 (Thirteen Million and five Hundred
Thousand Baht) from the existing registered capital of THB 270,000,000 (Two
Hundred and Seventy Million Baht) to THB 283,500,000 (Two Hundred Eighty-Three
Million and Five Hundred Thousand Baht).
5. Resolved to approve the allotment of new 13,500,000 common shares
at the par value of 1 Baht to sustain the shares option exercise of Director
(ESOP Scheme) to be in accordance in agenda 3.
6. Resolved to approve the Amendment of the Company's Memorandum of
Association No.4 to be in accordance with the increase of registered capital
and using the following statement.
"No. 4 Registered capital of THB 283,500,000 (Two Hundred Eighty-Three Million
and Five Hundred Thousand Baht)
Comprised of: 283,500,000 shares (Two Hundred Eighty-Three
Million and Five Hundred Thousand)
Par value of: THB 1.00 each (One Thai Baht)
Divided into
Ordinary share of: 283,500,000 shares (Two Hundred Eighty-Three Million and
Five Hundred Thousand)
Preferred share of: 0.00 share (None)"
7. Determination of the closing date of shareholders' register on August 30,
2007 at 12:00 hrs. until the Extraordinary General Meeting (EGM) no. 1/2007
was determined to be held on September 19, 2007 at 14:00 hrs. at Meeting Room
30th Fl., CAT Telecom Tower, 72 Charoen Krung Road, Kwaeng Bangrak, Khet
Bangrak, Bangkok, Thailand.
8. The agenda of Extraordinary General Meeting no. 1/2007 would be as follows:-
Agenda 1 Certify the minutes of the Annual General Meeting of
Shareholders no. 40
Agenda 2 To consider and approve the issue and offer for sale of
warrants to purchase newly issued ordinary shares of the Company to director
of the Company
Agenda 3 To consider and approve the issue and offer for sale of
warrants in the number of 13,500,000 units to the director who will be
entitled to receive the said warrants in the number greater than 5% of the
total warrants to be issued and offered under the ESOP Plan
Agenda 4 To consider and approve the increase of the registered capital
of the Company of 13,500,000 shares at the par value of THB 1 per share.
Agenda 5 To consider and approve the Amendment to the Company's
Memorandum of Association to be in accordance with the increase of registered
capital.
Agenda 6 To consider and approve the allotment of new ordinary shares in
the amount of Thirteen Million and Five Hundred Thousand shares (13,500,000)
new ordinary shares with a par value of Baht One ( Baht 1) per share, for the
conversion rights of warrant-ESOP.
Agenda 7 To consider any other matters (if any).
In addition, the Company has provided the Capital Increase Report Form
(Attachment 2) to public and shareholders accordingly.
Please be informed accordingly.
Sincerely yours,