June 22, 2010
Subject: Resolutions of the Extraordinary General Meeting of Shareholders No.
1/2010
To: President
The Stock Exchange of Thailand
The Extraordinary General Meeting of Shareholders No. 1/2010 of Thai
Rubber Latex Corporation (Thailand) Public Company Limited which was held on
June 22, 2010, has approved the following resolutions:
1. Certified the Minutes of Annual General Meeting of Shareholders No.
1/2010.
2. Approved the decrease of the Company's registered capital from Baht
500,000,000 to Baht 272,631,060 by canceling the authorized but un-issued
ordinary shares of 22,736,894 shares at the par value of Baht 10 per share.
3. Approved an amendment to Clause 4 of the Company's Memorandum of
Association to be in line with the decrease of the Company's registered
capital as follows :
Clause 4. Registered capital of Baht 272,631,060 (Two hundred seventy-two
million six hundred thirty-one thousand and sixty Baht)
Divided into 27,263,106 Shares (Twenty-seven million two
hundred sixty-three thousand one hundred and
six Shares)
Par value per share Bath 10 (Ten Baht) Divided into
Ordinary shares 27,263,106 Shares (Twenty-seven million two
hundred sixty-three thousand one hundred six
Shares)
Preferred shares - Share ( - )
4. Approved the change in par value of the Company's ordinary shares
from the existing par value of Baht 10 per share to par value of Baht 1 per
share, resulting in the increase of ordinary shares from 27,263,106 shares to
272,631,060 shares, in order to increase the liquidity of the Company's
ordinary shares.
5. Approved an amendment to Clause 4 of the Company's Memorandum of
Association to be in line with the change in par value of the Company's
ordinary shares as follows.
Clause 4. Registered capital of Baht 272,631,060 (Two hundred seventy-two
million six hundred thirty-one thousand sixty Baht)
Divided into 272,631,060 Shares (Two hundred and seventy
-two million six hundred and thirty-one
thousand sixty Shares)
Par value per share Bath 1 (One Baht) Divided into
Ordinary shares 272,631,060 Shares (Two hundred seventy-two
million six hundred and thirty-one thousand
sixty Shares)
Preferred shares - Share ( - )
6. Approved the interim dividend payment in forms of cash dividend and
stock dividend from the Company's retained earnings at the rate of Baht
0.66666667 per share (Calculated from the Company's total paid-up capital
after changing par value to Baht 1 per share) in forms of cash dividend and
stock dividend of which details are as follow:
a. Stock dividend at the ratio of 5 existing ordinary shares to 3
stock dividend shares equivalent to dividend payment of Baht 0.60 per share
(which calculated from the par value of Baht 1 per share). In case where there
is fraction of shares less than 5 shares, the company will pay such stock
dividend in cash at Baht 0.60 per share instead.
b. Cash Dividend of Baht 0.06666667 per share calculated from the par
value of Baht 1. (to cover payment of withholding income tax of stock dividend
payment)
The amount of dividend payment in form of cash and stock dividend
will be Baht 0.66666667 per share amounting to Bath 181,754,040 by paying from
the retained earnings after tax deduction at the rate of 25%. The Company will
deduct the withholding tax at the rate of 10 % of total dividend from the cash
dividend payment.
The Record Date for the right of shareholders to receive the
dividend is scheduled to be on July 2,2010. The share register book closing
date for collecting shareholders' names under the Section 225 of the
Securities and Exchange Act is scheduled to be July 5, 2010 and the dividend
payment shall be made on July 20, 2010.
7. Approved the increase of the Company's registered capital amounting
Baht 163,578,636 from Baht 272,631,060 shares to Baht 436,209,696 by issuing
new ordinary shares of 163,578,636 shares at the par value of Baht 1 per share.
8. Approved an amendment to Clause 4 of the Company's Memorandum of
Association to be in line with the increase of the Company's registered
capital as follows.
Clause 4. Registered capital of Baht 436,209,696 (Four hundred thirty-six
million two hundred nine thousand six hundred and ninety-six Baht)
Divided into 436,209,696 Shares (Four hundred thirty-
six million two hundred nine thousand six
hundred and ninety-six Shares)
Par value per share Bath 1 (One Baht) Divided into
Ordinary shares 436,209,696 Shares (Four hundred thirty-
six million two hundred nine thousand six
hundred and ninety-six Shares)
Preferred shares - Share ( - )
Please be informed accordingly.
Yours sincerely,
(Mr.Vorathep Wongsasuthikul)
President and Chief Executive Officer