12 November 2003
Resolution Special Interim Dividend and calling EGM
November 12, 2003
Re: Report on the Board of Directors' resolutions on special
interim dividend payment and calling of the EGM No.1/2546.
To: President,
The Stock Exchange of Thailand
The meeting of our Board of Directors, held this afternoon, has
passed the following resolutions:-
1. To approve the special interim dividend payment for 200,000,000 ordinary
shares (Two Hundred Million ordinary shares), at the rate of Baht 10.00
(Baht ten only) per share for a total amount of Baht 2,000,000,000 (Baht
Two Billion). The closing date of the Company's share register book for
interim dividend payment shall be Wednesday, November 26, 2003 at 12.00
hours and the payment date shall be Thursday, December 11, 2003.
2. To resolve to propose to the Shareholders Meeting to consider amendment
of the par value of the Company's shares from Baht 10 (Baht ten only) per
share to Baht 1 (one) per share.
3. To resolve to propose to the Shareholders Meeting to consider amendment of
the Articles of Association of the Company by amending the first paragraph
of Article 4 as follows:
From "Article 4 The Company's shares are ordinary shares of the fully
paid-up type only". The value shall be Baht 10 (Baht ten only)
per share enter in name certificates"
to be "Article 4: The Company's shares are ordinary shares of the fully
paid-up type only. The value shall be Baht 1 (Baht one only) enter
in name certificates".
4. To resolve to propose to the Shareholders Meeting to consider amendment of
Clause 4 of the Company's Memorandum of the Association as follows:
from "Clause 4: Registered capital of Baht 2,000,000,000 (Baht
Two Billion) divided into 200,000,000 (Two Hundred
Million) shares with a par value of Baht 10 (Baht ten only)
each, categorized into ordinary shares in the amount of 200,000,000
(Two Hundred Million) shares, and preference shares in the
number of - share (-)"
to be "Clause 4: Registered capital ofBaht 2,000,000,000 (Baht
Two Billion) divided into 2,000,000,000 (Two Billion) shares
with a par value of Baht 1 (Baht one only) categorized into
ordinary shares in the amount of Baht 2,000,000,000
(Baht two billion) shares and preference shares in the amount
of - shares (-)".
5. To resolve to propose to the Shareholders Meeting to approve the
execution of Maleenont Tower Lease Agreement with the following details:
Transaction date: within June 2004.
Parties: Tenants:BEC World Plc.
Bangkok Entertainment Co.,Ltd.
You & I Corporation Co.,Ltd.
TVB 3 Network Co., Ltd.
Rungsirojvanit Co., Ltd.
Ariyawattana Co., Ltd.
BECI Corporation Co., Ltd.
Mobi (Thai) Co., Ltd.
Digital Factory Co., Ltd.
BEC-TERO Entertainment Plc.
Lessor: Maleenont Tower Co., Ltd.
Relationship: The Maleenonts are managers and 100% shareholders
in Maleenont Tower Co., Ltd., and are also the
managers and its major its shareholder holding
56.56% in BEC World Public Company Limited.
General description of the Lease: The Company and companies in the
BEC World group agree to execute Lease Agreements
and lease related services for the 36-storey
building and the 12-storey building in the
Maleenont Tower Project which is situated
at 3199, Rama 4 Road, Klongton, Klongtoey,
Bangkok, in the amount of approximately 35,000
square meters, at a rent and service fee of not
exceeding Baht 375 per square meter (due to the
lease being executed with BEC World Group companies,
Maleenont Tower Co., Ltd., the lessor, shall discount
the rent from the rent of Baht 375 per square meter
offered to general tenants. The term of the lease
is 3 years, the amount of the rental and service
fees are not exceeding Baht 400 million, and the
Company and companies in the group can renew the
lease another 4 terms for periods of 3 years each.
In addition, the 12-storey building is under
construction,so the Lease Agreements will begin when
the construction is finished. The Lease of the
36-storey building of the BEC-TERO Entertainment
Public Company Limited will also begin at a later
date since the lease agreement between BEC-TERO
Entertainment Public Company Limited and the
Emporium Tower has not expired.
Characteristics of the transaction: The Maleenonts are managers and
100% shareholders in Maleenont Tower Co., Ltd.
They are the interested party in this matter.
Therefore, in order for the Company to execute
this transaction, it shall require no less than
three fourths of the votes of all shareholders
or proxies (if such exist) present at the meeting
and having the right to vote, not counting the
shareholders who have an interest in the matter.
Reason and need to execute the transaction: Since BEC World group is
expanding,it needs to increase its office space
to cope with the expansion. However, since the
Emporium Tower, the operating base for the
companies in the group has now been fully leased,
causing problems for expansion according to the
companies group expansion plan the next 3 years,
the companies in the group need to find a new
operating base.In addition, the centralization
of the companies in the group into the same
location will increase efficiency in control and
management. Also, since the Emporium Tower is
located in the city center with a large shopping
center and has no traffic problem, the rental and
service fees are certain to increase in the future.
6. To resolve to call the Extraordinary General Meeting of Shareholders
No. 1/2546 to be held on Tuesday, December 16, 2003 at 15.00 hours at
the Salon A and B rooms,on the 3rd Floor, JW Marriott Bangkok Hotel,
4 Sukhumvit Road, Soi 2, Bangkok 10110 with the following agenda:-
1st Agenda To certify the minutes of the 2003 Annual General Meeting
of Shareholders.
2nd Agenda To acknowledge the interim dividend payment.
3rd Agenda To approve to amend the par value of the Company's shares.
4th Agenda To approve to amend the first paragraph of Article 4 of
Company's Articles of Association as follows:
from "Article 4: The Company's shares are ordinary shares
of the fully paid-up type only. The value shall be
Baht 10 (Baht ten only) per share, enter in name
certificates"
to be "Article 4: The Company's shares are ordinary shares
of the fully paid-up type only. The value shall be
Baht 1 (Baht one only) enter in name certificates".
5th Agenda To approve to amend Clause 4 of the Company's Memorandum of
the Association as follows:
from "Clause 4: Registered capital of Baht 2,000,000,000
(Baht Two Billion) divided into 200,000,000 (Two
Hundred Million) shares with a par value of Baht 10
(Baht ten only) categorized into ordinary shares in
the amount of Baht 200,000,000 (Baht two hundred
million) shares and preference shares in the amount
of - shares (-)"
to be "Clause 4: Registered capital of Baht 2,000,000,000
(Baht Two Billion) divided into 2,000,000,000 (Two
Billion) shares with a par value of Baht 1 (Baht one
only) categorized into ordinary shares in the amount
of Baht 2,000,000,000 (Baht two billion) shares and
preference shares in the amount of - shares (-)"..
6th Agenda To approve the Maleenont Tower Lease Agreement.
and resolved to close our Share Register Book, for the right to attend
the EGM No. 1/2003 at12:00 hours on Wednesday, November 26, 2003 until
the aforementioned shareholders' meeting is finished.
Please be informed accordingly.
Yours faithfully,
(Mr.Chatchai Thiamtong)
Vice President-Finance