| To : The President The Stock Exchange of Thailand At TICON's Extraordinary General Meeting of Shareholders' No. 1/2005 held on August 15, 2005, a group of shareholders proposed the Meeting to consider and approve the Company to issue debentures, and the said proposal was not approved by the Meeting. The Company would like to clarify that: 1.The group of shareholders holding altogether 180,085,892 shares (representing 33.5 percent of the Company's paid-up capital) comprised a group of Mr. Wei Cheng Kuan, Mr. Virapan Pulges and Rojana Industrial Park Public Co., Ltd. 2.The said group of shareholders realized that due to the inflexibility of new regulations in the issuance of Bills of Exchange ("B/E") in recent weeks, and possibly in the future, the Company should consider other sources of funds for working capital, in addition to issuance of the B/E and/or Promissory Notes. This situation has become apparent after TICON's Board of Directors' Meeting No. 6/2005, held on June 23, 2005, which resolved to call the EGM No. 1/2005. As a result, the proposal of the issuance of debentures was not incorporated in the agenda of the said EGM. 3. Shareholders representing 89,559,000 shares abstained from voting, shareholders representing 5,555,500 shares objected to the proposal, and shareholders representing 218,985,500 shares approved the proposal. The approved votes representing 69.7 percent of the votes of shareholders attending the meeting and having the rights to vote. Therefore, the proposal of issuance of debentures was not approved by the Meeting. (To approve the issuance of debentures requires a vote of not less than three quarters of the total number of votes of the shareholders attending the meeting and having the right to vote.) 4.The shareholders who abstained and objected to the proposal were mainly juristic persons. Most of these shareholders required details regarding the issuance of debentures to support their consideration before the Meeting. To achieve this objective, this Company plans to arrange another EGM to consider approving the issuance of debentures, and all details supporting the approval will be provided in the notice of the meeting. Please be informed. Yours faithfully (Miss Lalitphant Phiriyaphant) Company Secretary |