11 February 2005
Notice of the change of the value and increase the registred
No. 0353/2005
10 February 2005
To: The President
The Stock Exchange of Thailand
Re: Notice of the change of the par value of the Company shares
and the increase of the registered capital of the Company and
the amendment to the Articles of Association of the Company
According to the Annual General Shareholders Meeting for
the year 2005 of Phatra Leasing Public Company Limited,
held on 31 January 2005, the meeting has passed the resolution
to change the par value of the shares of the Company from
Baht 10 to Baht 1 per share and to amend Clause 4 of
the Memorandum of Association of the Company with
respect to the registered capital of the Company to be
in line with the change of the par value of the shares to be as follows:
"Clause 4.
Registered capital of
Baht 300,000,000 (Three Hundred Million Baht)
Divided into
300,000,000 shares (Three Hundred Million shares)
with a par value of
Baht 1 (One Baht) each,
categorized intoordinary shares in the number of
300,000,000 shares
(Three Hundred Million shares),
preference shares in the number of - shares (- shares)"
And the Meeting has passed the resolution to increase
the registered capital of the Company in the amount
of Baht 150,000,000 from the existing registered
capital of Baht 300,000,000 to the new registered
capital of Baht 450,000,000 by issuing 150,000,000
new ordinary shares at a par value of Baht 1 each
and to amend Clause 4 of the Memorandum of Association
of the Company with respect to the registered capital
of the Company to be in line with the increase of
the registered capital of the Company to be as follows:
"Clause 4.
Registered capital of
Baht 450,000,000
(Four Hundred and Fifty Million Baht)
divided into
450,000,000 shares
(Four Hundred and Fifty Million shares)
with a par value of
Baht 1 (One Baht) each,
Categorized into ordinary shares in the number of
450,000,000 shares
(Four Hundred and Fifty Million shares),
preference shares in the number of
- shares (- shares)"
Furthermore, the Meeting has passed the resolution
to amend Articles 4 and 8 of the Articles of Association
of the Company and adding Article 46 to the Articles
of Association of the Company as follows:
(1) Articles 4 and 8 shall be repealed and replaced
with the following wording:
"Article 4 Shares of the Company shall be ordinary shares
with a par value of Baht 1 per share."
"Article 8 The Company shall not own its shares or
take them in pledge except in the case where the Company
repurchases its shares from the shareholders (treasury stocks)
pursuant to the Public Limited Companies Act (No. 2) B.E. 2544
and the notification of the Board of Governors of the
Stock Exchange of Thailand relating to disclosure of
information and any act of a listed company in the case
the listed company repurchases its own shares and disposes
of such repurchased shares.
The repurchase of shares and the disposition of shares,
including the decrease of the registered shares shall
be made in accordance with the rules and procedures specified
in the applicable ministerial regulations."
(2) Article 46 shall be added as follows:
"Article 46 In case the Company or its subsidiary
makes a decision to enter into a connected transactions
or transactions concerning the acquisition and disposition
of substantial assets of the Company or the subsidiary
pursuant to the definitions and regulations prescribed under
the notifications of the Stock Exchange of Thailand
enforcing on the connected transactions of a listed company
or the acquisition and disposition of substantial assets
of a listed company, as the case maybe, the Company shall
comply with the regulations and procedures as stipulated
by the said notifications which require the Company to
proceed in connection with such matters."
In the regard, the Company has already completed the
registration of the change of the par value, the
increase of the registered capital of the Company
and the amendment to the Articles of Association of
the Company with the Department of Business Development,
Ministry of Commerce on 10 February 2005, as per the attached.
Please be informed accordingly.
Sincerely yours,
(Mr. Krirkchai Siribhakdi)
President