LT.F 290/2006
September 13, 2006
Subject:Resolutions of the Extraordinary General Meeting of Shareholders
No. 1/2006
To :President
The Stock Exchange of Thailand
Following TICON's Extraordinary General Meeting of Shareholders No. 1/2006,
held on September 13, 2006, the Company would like to announce the resolutions
as follows:
1.To certify the Minutes of the 2006 Annual Ordinary General Meeting of
Shareholders, held on March 29, 2006
2.To acknowledge the Company's and its Subsidiaries' performance as of
June 30, 2006
3.To approve the issuance of 2 million ordinary shares to accommodate the
adjustment of Exercise Ratio of TICON Warrants according to the events stated
in the Company's Prospectus Concerning the Issuance of Initial Public Offering
Shares and the Issuance of Warrants (TICON-W1), issued in 2002, and Prospectus
Concerning the Issuance of Warrants to Employees (TICON-W2), issued in 2006.
4.To approve the issuance of up to 107 million ordinary shares, offering to
investor(s) through private placement, at a premium to the market price or at
a discount of not more than 10 percent from the market price. In the event that
the subscriber(s) is(are) considered as the Company's connected person(s), the
Company will arrange another shareholders' meeting for approval and will
provide the Shareholders with financial advisor's opinion on this regard.
5.To approve the increase in registered capital from Baht 564,618,000
to Baht 673,618,000 by means of issuance of 109,000,000 ordinary shares, at
a par value of Baht 1 per share.
6.To approve the amendment to TICON's Memorandum of Association in compliance
with the capital increase, as follows:
Clause 4
Registered capital Baht 673,618,000.-
(Baht Six Hundred Seventy Three Million Six Hundred and Eighteen Thousand)
divided into 673,618,000 shares
(Six Hundred Seventy Three Million Six Hundred and Eighteen Thousand shares)
par value Baht 1.- (Baht One) each.
and classified into
ordinary share 673,618,000 shares
(Six Hundred Seventy Three Million Six Hundred and Eighteen Thousand shares)
preferred share 0 (Zero) share
7.To acknowledge the appointment of Mr. Pote Videtyontrakich as a director of
the Company to replace Mr. Jean-Pierre Noel who resigned this position
8.No other business
Please be informed accordingly.
Yours faithfully
(Miss Lalitphant Phiriyaphant)
Company Secretary