Resolutions of BOD: Call AGM, payment Dividend, Sale debentures,Issuance of warrandt

IR54/005 24 February 2011 Subject: Notification of the Resolutions of the Board of Directors' Meeting No. 1/2011 To: The President The Stock Exchange of Thailand Jay Mart Public Company Limited ("the Company") hereby would like to inform the resolution of the Board of Directors' Meeting No. 1/2011 held on February 24, 2011. The resolutions are as follows: 1. Certified the Minutes of the Board of Directors' Meeting No. 7/2010 was held on December 29, 2010. 2. Resolved to propose to the 2011 Annual General Meeting of Shareholders to consider and certify the report on the minutes of the Extraordinary General Meeting of Shareholders No. 1/2011 which held on February 16, 2011 3. Resolved to propose to the 2011 Annual General Meeting of Shareholders to consider and approve the 2010 Annual Report and the Board of Directors' Report on 2010 Operational Results 4. Resolved to propose to the 2011 Annual General Meeting of Shareholders to consider and approve the Balance Sheet, the Profit and Loss Statement for the year ended December 31, 2010 and Auditor's Report 5. Resolved to propose to the 2011 Annual General Meeting of Shareholders to consider and approve the dividend payment for the operations of 2010 at the rate of 0.24 Baht per share to Shareholders, which the interim dividend was paid on September 9, 2010 at the rate of 0.06 Baht per share. Thus, the remaining dividend for the second-half-year operations of 2010 will be paid at the rate of 0.18 Baht per share. The Company had determined the date to list shareholders who are entitled to receive dividend on March 10, 2011, and list shareholders' name according to Section 225 of the Securities and Exchange by closing the shareholders' registration book on March 11, 2011. The dividend payment date is on April 29, 2011. The right to receive dividend is still uncertain as it is subjected to the Shareholders' Meeting approval. 6. Resolved to propose to the 2011 Annual General Meeting of Shareholders to consider and approve the election of directors who are due to retire by rotation to be the directors of the Company for another term, and election of new directors in replacement of directors who are resigned from the Board, and determination of the 2011 directors' remuneration as follows; 6.1 Directors who are due to retire by rotation are as follows: - Mr. Ptisanu Pongatcha Chairman of the Board - Mrs. Manee Soonthornvatin Director - Mr. Phisit Dachanabhirom Chairman of Auditor Committee (Independent Director) At the Meeting has resolved to propose the appointment of directors who are due to retire by rotation to be the directors of the Company for another term as follows: - Mr. Ptisanu Pongatcha Chairman of the Board - Mrs. Manee Soonthornvatin Director - Mr. Phisit Dachanabhirom Chairman of Audit Committee (Independent Director) 6.2 The Board of Directors has resolved appropriate to propose to the 2011 Annual General Meeting of Shareholders to consider and approve the determination of the 2011 directors' remuneration in the amount of Baht 5,000,000 (Baht 5.0 million) equal to the directors' remuneration for the year 2010. The directors' remuneration as follows: The Board of Directors Monthly Remuneration as follows; Chairman of the Board 45,000 Baht Vice chairman of the Board 40,000 Baht Director 25,000 Baht The Audit Committee Monthly Remuneration as follows; Chairman of Audit Committee 45,000 Baht Audit Committee 25,000 Baht 7. Resolved to propose to the 2011 Annual General Meeting of Shareholders to consider and approve the appointment of auditors from Grant Thornton Co., Ltd. as the Company's auditors for the year 2011 as follows: 1. Mr. Kosol Yaemleemul (Certified Public Accountant No. 4575) or 2. Mrs. Sumalee Chokedeeanant (Certified Public Accountant No. 3322) Any of the above auditors shall act as the Company's auditors for the year 2011, can conduct the audit and express an opinion on the Company's Financial Statements. In addition, the Board of Directors approved the annual audit fee and the quarterly review fee of the Company in the amount of Baht 1,510,000, excluding the audit fee and the quarterly review fee of its subsidiaries in the amount of Baht 650,000. Therefore, the total amount of audit fee for the year 2011 is approximately Baht 2,160,000. 8. Resolved to approve the issuance and offer for sale of common shares to the general investors in the number of not exceeding 45,000,000 shares at the par value of Baht 1 per share, and granted the powers to the Executive Committee to set the offering price of common shares in afterwards, which shall have a discount rate of not exceeding 10 percent of its market price. 9. Resolved to approve the issuance of warrants to purchase new ordinary shares No. 1 (JMART-W1) in the number of not exceeding 69,000,000 units, the details are as follows; Category of Warrant The warrant to purchase Ordinary Shares of Jay Mart Public Company Limited No. 1 (JMART-W1) Types of Warrant The holder is identified and transferable. Terms of Warrant Not exceeding two (2) years and six (6) months from the date of the first issuance Number of Issues 69,000,000 units Price per unit Baht 0.00 (zero) per unit Exercise Ratio 1 unit of warrant to 1 ordinary share Exercise Price Baht 3.00 (three) per share Methods and Offering Period 1. Offering for sale in the amount of not exceeding 60,000,000 units to the existing shareholders on pro rata basis ("Right Offering") at the ratio of 5 ordinary shares per 1 unit of warrant. Any fraction will be discarded. Granted the powers to Executive Committee to consider and determine the date and list of shareholders entitled to receive the warrants, allocation of warrant and offering for sale of warrant in afterwards. For the offering period is set to be within the period of 1 year from the date on which the Shareholders' Meeting passes its resolution to approve the issuance of warrants and underlying shares. 2. Offering for sale in the amount of not exceeding 9,000,000 units to the general investors who subscribe for the ordinary shares Agenda 8 at the ratio of 5 ordinary shares per 1 unit of warrant. Any fraction will be discarded. For the offering period is set to be within the period of 6 months after obtaining the SEC approval; or within the period waived by the SEC but shall not exceeding 12 months from the date on which the SEC notifies its approval. (The allotment to existing shareholders and to general investors can be done either in the same period of time or otherwise) Condition and Period of Warrant Exercise The warrant holders can exercise their warrants on the last working day of the company of every quarter within the period of not exceeding two (2) years and six (6) months from the date of warrant issuance. The first time of exercise is on the last business day of March 2012 and the final of exercise is on the last business day of December 2013. Secondary Market of Warrant The Company will list the warrants on the Stock Exchange of Thailand ("SET"). 10. Resolved to approve the issuance of warrants to purchase ordinary shares allotted to the directors, executives, and employees of the Company and its subsidiary No. 1 (JMART-ESOP #1), in the number of 6,000,000 units with the following details; Types of Warrant The warrant to purchase the newly issued ordinary shares, specified names of holders and non-transferable Number of Issues 6,000,000 units Price per Unit Baht 0.00 (zero) per unit Exercise Ratio 1 unit of warrant to 1 ordinary share Exercise Price Baht 1.00 (one) per share Terms of Warrant Not exceeding two (2) years and six (6) months from the date on which the warrant issuance Allocation Method Allotted to the directors, executives, and employees of the Company and its subsidiary without transfer to the Intermediary Purchaser Offering Period Within 1 year from the date on which the Shareholders' Meeting passes its resolution to approve the offering for sale of warrants to directors, executives, and employees of the Company and its subsidiary Condition and Period of Warrant Exercise The warrant holders are entitled to exercise the right of warrant for 4 times to purchase the newly issued ordinary shares of the Company. The first time of exercise is on the last business day of June 2012. For the next time of exercise is on the last business day of June and December, and the final of exercise is on the last business day of December 2013. Secondary Market of Warrant -None- 11. Resolved to propose to the 2011 Annual General Meeting of Shareholders to consider and approve the increase of the Company's registered capital from Baht 300,000,000 to Baht 420,000,000 by the issuance of ordinary shares in the number of 120,000,000 shares at the par value of Baht 1 per share. 12. Resolved to propose to the 2011 Annual General Meeting of Shareholders to consider and approve the amendment of Clause 4 of the Memorandum of Association of the Company as the following details; "Clause 4 Registered capital : 420,000,000 (Four hundred and twenty million) Baht Divided into : 420,000,000 (Four hundred and twenty million) Shares Par value of : Baht 1 (one) per share Divided to Ordinary shares : 420,000,000 (Four hundred and twenty million) Shares Preference shares : -None- 13. Resolved to propose to the 2011 Annual General Meeting of Shareholders to consider and approve the allocation of ordinary shares which shall be allocated to support the exercise of rights under the warrants to purchase the ordinary shares of the Company as the following details; a) Allocation of the ordinary share in the number of 45,000,000 shares at the par value of Baht 1 per share in order to offering for sale to the general investors b) Allocation of the ordinary share in the number of 69,000,000 shares at the par value of Baht 1 per share in order to support the exercise of rights under the warrants to purchase the ordinary shares of the Company to the existing shareholders and the general investors (JMART-W1) c) Allocation of the increase of capital in the number of 6,000,000 shares in order to support the exercise of rights under the warrants to purchase the ordinary shares of the Company, which allotted to the directors, executives, and employees of the Company which according to the Scheme relating to the issuance and offering for sale of warrants to the directors and employees No. 1(JMART-ESOP #1) In addition, granted the powers to the Executive Committee or the person (s) who are authorized by the Executive Committee is empowered to determine necessary details and any conditions, including the necessary legal relating to the offering for sale of the increase of capital and warrants to purchase the ordinary shares of the Company; and also empowered to take any actions which are deemed necessary and appropriate for the offering for sale of the increase of capital and warrants all respects; including the authority to prepare, sign, and/or deliver any relevant applications, prospectus, contracts, and/or any documents to the Securities and Exchange Commission, the Stock Exchange of Thailand, and/or any other relevant authorities and parties subject to the law. 14. Resolved to propose to the 2011 Annual General Meeting of Shareholders to consider and approve the issuance and offering for sale of debentures in the amount of not exceeding Baht 1,000 million or in the amount of not exceeding Baht 1,000 million or equivalent, the details are as follows; Type All type of debentures, with or without name registered, secured or unsecured debentures, with or without a debenture holders' representative. Depending upon the market condition at the time of the issue and offer for sale of debentures at the time Amount The aggregate face value amount of debentures offering at each time when combined with the aggregate face value amount of outstanding debentures of all types which not be redeemed, at any time, will not exceed Baht 1,000 million or equivalence in other currencies. Currency Thai Baht and/or other currencies within total amount Interest Rate Depending upon the market condition at the time of the issue and offer for sale of debentures at the time Term Not exceeding 20 years which not be redeemed, at any time or otherwise Offering The debentures can be offered in Thailand and/or foreign market to public and/or through private placement for large investors and/or local or foreign institutional investors. The debentures may be offered at once or divided into a series of allotments Propose To refinance existing debt and/or to finance working capital and business expansion The Board of Directors or the authorized directors of the Company or the person(s) entrusted by the Board of Directors or the authorized directors is authorized to have the power to determine and amend details and other terms and conditions of the debenture such as issuance date, par value, offering price, coupon rate, coupon payment, redemption method, underwriter appointment, including, but not limited to the power to enter into or execute the relevant agreements including application, registration statement, arrange, prepare documents and enter into and execute the underwriting agreement and other relevant agreements necessary for or in relation to the issuance and offering of debentures; register the debentures in the Stock Exchange of Thailand or any other secondary market; to submit applications, registration statements, any other documents and evidence to the Government agencies and Securities and Exchange Commission (SEC) and any other authorities in relation to the issuance and offering of the debentures and the registration of the debentures in the Stock Exchange of Thailand or any other secondary market, and to appoint any substitute to perform the same. 15 Approval of the capital increase of JMT Network Services Co., Ltd., which is a subsidiary of the Company of which the Company holds 99.99% of shares. Providing Debt Collection service and legal and investigation service across Thailand as well as purchasing Non Performing Loan (NPL) from financial institutions and other service providers to track debtors and seek benefits. The existing registered capital of Baht 80,000,000 million to Baht 100,000,000 million by the issuance of newly ordinary shares of 200,000 shares at the par value of Baht 100 per share sell the whole of amount to the Company. Thus, after the capital increase, the Company will hold shares in JMT Network Services Co., Ltd., in the total of 9,999,998 shares, or 99.99%. The fund from the capital increase will be prepared for future investment and working capital for the business. This transaction is exempt from The Stock Exchange of Thailand's rule of information disclosure concerning the acquisition and disposition of assets of listed companies and is not a connected transaction. 16. Approved to call the 2011 Annual General Shareholders' Meeting which will be held on April 7, 2011 at 14.00 hours at the head office of the Company, No. 9/121-3,126-7 UM Tower, Meeting Room 12th floor, Ramkamheang Road, Suanluang, Bangkok 10250. The agenda are as follows; Agenda1 To consider and certify the Minutes of the Extraordinary General Meeting of Shareholders No.1/2011 Agenda 2 To consider and approve the 2010 Annual Report and the Board of Directors' Report on 2010 Operational Results Agenda 3 To consider and approve the Profit and Loss Statement for the year ended December 31, 2010 and Auditor's Report Agenda 4 To consider and approve the dividend payment Agenda 5 To consider and determine the director's remuneration for the year 2011 Agenda 6 To consider and approve the election of Directors in place of those retiring by rotation Agenda 7 To consider and approve the appointment of auditor and fix the auditor's remuneration for the year 2011 Agenda 8 To consider and approve the increase of the registered capital from Baht 300,000,000 to be Baht 420,000,000 by the issuance of common shares in the number of 120,000,000 shares at the par value of Baht 1 per share Agenda 9 To consider and approve the amendment of Clause 4 of the Memorandum of Association of the Company Agenda 10 To consider and approve the allocation of ordinary share which shall be allocated to support the exercise of rights under the warrants to purchase the ordinary shares of the Company Agenda 11 To consider and approve the issuance and offering for sale of debentures in the amount of not exceeding Baht 1,000 million or equivalence Agenda 12 To consider other matters (if any) The Record Date on which the shareholders have the right to attend and vote in the Company's 2011 Annual General Meeting of Shareholders will be held on 10 March 2011, and the share registration book closing date for gathering shareholders' name under the Article 225 of the Securities and Exchange Act B.E. 2535 will be held on 11 March 2011. Please be informed accordingly The Company hopes that the aforementioned information will be useful for general investors. Yours faithfully (Miss Ladda Waruntarakul) The Company's secretary ______________________________________________________________________