| Following TICON's Board of Directors' Meeting No. 6/2005, held on June 23, 2005 at 2.30 p.m., at TICON's office, the Company would like to announce the Board of Directors' significant resolutions which could affect investors' decision making as follows: 1.To approve changes in the characteristic of Warrants issued to directors and selected employees ("ESOP Warrants") on August 3, 2004, by canceling the existing warrants and issuing new ESOP Warrants, subject to the Shareholders' approval. (The cancellation has already been agreed to by the directors and selected employees who were entitled to the existing ESOP Warrants) The new ESOP Warrants have the same conditions as the existing ones except that they will be allotted to more employees and will be transferable. Details of the new Warrants are as follows : Issued size 25,618,000 Units (unchanged) Type Name-specified and transferable Allotment Offered to directors and selected employees totaling 67 persons (increase in number of allotted employees) Offering price free (unchanged) Term 4 years from the offering date (ending date approximately be same as the existing one) Exercise ratio 1 warrant for 1.00952 ordinary share (unchanged) Exercise price 8.965 Baht per share (unchanged) Vesting 25 percent of the amounts allotted are exercisable in each year (unchanged) Exercise date Last working day of each quarter (unchanged) First exercise date Last working day of the quarter in which the warrants are offered (the actual date cannot be determined until obtaining approval of this program from the SEC) Last exercise date Last working day during the term of 4 years from the offering date (the actual date cannot be determined until obtaining approval of this program from the SEC) Secondary market The Stock Exchange of Thailand 2.To approve transfer of 25,861,883 shares reserved for the exercise of existing ESOP Warrants to be reserved as shares for the exercise of new ESOP Warrants. 3.To approve the disposition of up to 40 percent of the paid-up capital of TICON Logistics Park Co., Ltd., 99.99 percent of which is held by TICON, to investors with potential contribution. 4.To approve to convene an Extraordinary General Meeting of shareholders No. 1/2005 on August 15, 2005, at 2.30 p.m. The venue is to be the Grand Hall, the Bangkok Club, 28th Floor, Sathorn City Tower, 175 South Sathorn Road, Thungmahamek Sub District, Sathorn District, Bangkok.The agenda of the meeting will be as follows: 1)To certify the Minutes of the AGM 2005 held on March 30, 2005 2)To approved changes in the characteristics of warrants issued to directors and selected employees on August 3, 2004, by canceling the existing warrants and issuing new ESOP Warrants 3)To consider and approve transfer of shares reserved for exercise of the existing ESOP Warrant to be shares reserved for exercise of new ESOP Warrant. 4)Other business (if any) The share register will be closed for the right to attend the EGM No. 1/2005 on July 25, 2005 at 12.00 noon, until the completion of the EGM. Please be informed. Yours faithfully, (Miss Lalitphant Phiriyaphant) Secretary to the Board of Directors |