24 กุมภาพันธ์ 2553

Dividend Payment Omission and Set AGM Date

(Translation) H.T./SET/001/2010 February 24th, 2010 To: President The Stock Exchange of Thailand Re: Dividend Payment Omission and Set AGM Date The resolution of the Board of Directors adopted at 180th Board of Directors Meeting on February 24th, 2010 is as follows:- 1. Resolved that the report of Management was approved and the audited financial statements for fiscal year ended 31st December 2009 was acknowledged for submission to the shareholders meeting for approval by the shareholders. 2. To approve there be omission of dividend payment for the year of 2009 for the operation results between 1 January 2009 and 31 December 2009 due to the accumulated loss of the company for submission to the shareholders meeting for approval by the shareholders. 3. To approve the decrease of the Company's registered capital from the Company's registered capital of Baht Two Hundred Eighty-Three Million and Five Hundred Thousand (Baht 283,500,000), which consisting of Two Hundred Eighty-Three Million and Five Hundred Thousand ordinary shares (283,500,000) with a par value of Baht One (Baht 1) per share to Baht Two Hundred and Seventy Million (Baht 270,000,000), which consisting of Two Hundred and Seventy Million ordinary shares (270,000,000) with a par value of Baht One (Baht 1) per share by reducing Thirteen Million and Five Hundred Thousand ordinary shares (13,500,000) with a par value of Baht One (Baht 1) per share. Since the Company issues ordinary shares in the amount of Thirteen Million and Five Hundred Thousand ordinary shares (13,500,000) to support the warrants issued to Mr. Daniel Michel Philiponet who has resigned as the Managing Director of the Company without exercise of the right under the said warrants, so that the Company's registered capital is in line with its paid-up capital for submission to the shareholders meeting for approval by the shareholders. 4. To approve the amendment to Clause 4 of the Memorandum of Association of the Company to be consistent with the decrease of the Company's registered capital, as follows: Clause 4 Registered Capital: Baht Two Hundred and Seventy Million (Baht 270,000,000) Divided into: Two Hundred and Seventy Million shares (270,000,000) shares At Par Value of: Baht One ( Baht 1) Divided into Common Two Hundred and Seventy Million shares shares: (270,000,000) shares Preferred shares: - shares (none) In order to be consistent with the decrease of the Company's registered capital,the Company has to amend Clause 4 of the Memorandum of Association of the Company to be consistent with registered capital so reduced for submission to the shareholders meeting for approval by the shareholders. 5. Acknowledged the resignation from the position of director of Mr. Stephen H. Goodman effective on 24 February 2010. 6. Resolved to call the Annual General Meeting of Shareholders No.43rd to be held on Wednesday, April 21st, 2010 at 10.00 a.m. at CAT Telecom Tower,30th Floor,72 CAT Telecom Tower, Charoen Krung Road, Bangrak, Bangkok, Thailand. In this regard, the company has fixed the Record Date on which shareholders have the right to attend the AGM 43rd as March 17,2010 and fixed the share registration book closing date as March 18, 2010 for gathering shareholders' names under the Section 225 of the Securities and Exchange Act B.E.2535 (Amended B.E.2551). The meeting agenda are as follows: 1st Agenda Approval of the Minutes of the Annual General Meeting of Shareholders No. 42/2009. 2nd Agenda To acknowledge the Company's Operating Results for the year approve the audited Balance Sheet and the Income Statements for the year ended December 31,2009. 3rd Agenda To consider the omission of dividend payment to the shareholders. 4th Agenda To consider the appointment of the directors to replace those who are due to retire by rotation. 5th Agenda To determine the remuneration of the Company's Board of Directors for the year 2010. 6 th Agenda To appoint the Auditor and consider the Auditor's fee for year 2010 7 th Agenda To approve the decrease of the Company's registered capital from the Company's registered capital of Baht Two Hundred Eighty-Three Million and Five Hundred Thousand (Baht 283,500,000), which consisting of Two Hundred Eighty-Three Million and Five Hundred Thousand ordinary shares (283,500,000) with a par value of Baht One (Baht 1) per share to Baht Two Hundred and eventy Million ( Baht 270,000,000),which consisting of Two Hundred and Seventy Million ordinary shares (270,000,000) with a par value of Baht One (Baht 1) per share by reducing Thirteen Million and Five Hundred Thousand ordinary shares (13,500,000) with a par value of Baht One (Baht 1) per share. 8th Agenda To consider and approve the amendment to Clause 4 of the Memorandum of Association of the Company to be consistent with the decrease of the company's registered capital. 9th Agenda Other business (if any) Yours Sincerely,