25 กุมภาพันธ์ 2554

Capital Increase Report Form

The English translation of this document is prepared solely for reference for non-Thai shareholders of the Company. It should neither be relied upon as the definitive nor the official document of the Company. The Thai version is the official document and shall prevail in all respects in the event of any inconsistency with the English translation. (F 53-4) English Version Capital Increase Report Form Jay Mart Public Company Limited 24 February 2011 We, Jay Mart Public Company Limited (The "Company"), hereby report the resolution of the Meeting of the Board of Directors No. 1/2011, held on February 24, 2011, 16.00 p.m. - 17.30 p.m.. in respect of a capital increase/share allotment as follows: 1. Capital Increase The Meeting of the Board of Directors passed a resolution approving the capital increasing from 300,000,000 to 420,000,000 by means of the issuance of 120,000,000 ordinary shares with a par value of Baht 1 each, totaling Baht 120,000,000. 2. Allotment of New Shares The Meeting of the Board of Directors passed a resolution approving the allotment of 120,000,000 ordinary shares with par value of Baht 1 each, totaling Baht 120,000,000 the details of which are as follows: 2.1 Details of New Share Allotment Allotted to No. of Share Ratio (Old : New) Sale Price Per Share (Baht) Subscription and Payment Period Notice 1. Allotment of new shares to public investors 45,000,000 -- Selling price will be determined by Company Board of Director later. The Subscription and Payment period will be specified by Company Board of Director as soon as the Securities and Exchange Commission approved -Notice 1- 2. Allotment of new shares to accommodate the exercise of the company warrant#1 which has right to purchase the new share of the company. The warrant#1 will be allotted to existing company shareholder as follows; 69,000,000 Baht 3 (Exercise Price) -Notice 1- 2.1) Allotment to existing company shareholders on the pro rata basis. 60,000,000 5 existing shares for 1 unit of warrant (1 unit of warrant represent the right to purchase 1 unit of the company ordinary share) Attachment 1 2.2) Allotment to investors who made a subscription of additional share on 1 9,000,000 5 existing shares for 1 unit of warrant (1 unit of warrant represent the right to purchase 1 unit of the company ordinary share) Attachment 1 3. Allotment of new shares to accommodate the exercise of the company ESOP-warrant#1 which allot to board of director, management and employee. 6,000,000 -- Baht 1 (Exercise Price) Attachment 2 -Notice 1- Notice 1: The Board of Director Meeting # 1/2011 (February 24, 2011) Resolution; A) Board meeting # 1/2011 passed a resolution approving the capital increasing from 300,000,000 to 420,000,000 by issuance the newly ordinary share of 120,000,000 shares with par of Baht 1 totaling Baht 120,000,000. B) The company will issue 45,000,000 shares with par of Baht 1 to public. C) The company will issue 69,000,000 shares with par of Baht 1 to accommodate; The right to exercise of Warrant#1 to purchase ordinary shares of Jay Mart Public Company Limited (JMART-W1), JMART-W1 is allotted to specific existing shareholder and new investors D) The company will issue 6,000,000 shares with par of Baht 1 to accommodate; The right to exercise of ESOP-Warrant#1 to purchase ordinary shares of Jay Mart Public Company Limited (JMART-ESOP #1), JMART-ESOP #1 is allotted to board of director, management and employee. 2.2 Share fraction calculation (Residual) In the event where any existing shareholders hold shares in the amount which residual appears, the Company shall disregard such residual. 2.3 The Excess of Share Allotment -None- 3. Schedule of shareholders meeting to approve the capital increase/allotment The Annual Shareholders Meeting (AGM) for the year 2011 is scheduled on April 7, 2011, at 14.00 p.m., at meeting room, 9/121-3,126-7 UM Tower 12 Floor, Ramkhamhaeng Rd, Suanluang Bangkok 10250. The Board of Directors' Meeting approved to fix the record date to determine the names of shareholders who have the rights to attend the Shareholders meeting, on March 10, 2011, by closing the share register book on March 11, 2011 to gather the names of shareholders under Section 225 of the Securities and Exchange Act B.E. 2535 (1992) (and the amendment). 4. Approvals of the capital increase/share allotment by relevant governmental agency and conditions thereto (if any): Company requires asking the Securities and Exchange Commission's approval of issuing and selling additional new shares for capital increase and warrant to public investors after shareholder meeting approved 5. Objectives of the capital increase and plans for utilizing proceeds received from the capital increase 1). Investing in debt investment for JMT Network Services Company Limited (subsidiary company) business expansion. 2). Enhancing the distribution channel for mobile business. 3). Strengthen company capital structure which will reduce risk level and also provided a better financial position by debt ratio should be less than one. 6. Benefits which the Company will receive from the capital increase/share allotment: 1). JMT Network Services Company Limited (subsidiary company) business expansion, and strengthen the capital base in preparation for future fund raising for the investment in future projects, particularly debt financing either by borrowings or fund raising from the market of debt instruments. 2). Additional capital from exercising warrant will allow company to expand business and also provide the flexibility of the company financial structure. 3). To enhance morale of employees who have taken part in the Company's past achievement and to motivate and reward the key personnel in order to retain them to work with the Company in the long term. 7. Benefits which the shareholder will receive from the capital increase/share allotment: 7.1 Dividend Policy Not less than 50% of net profit after tax and reserved requirement required by law. The Board of director has authority to refrain from or temporarily change the policy under the circumstances that it will benefit most to the shareholders. The examples include using the reserve for debt repayment, funding for business expansion or in the event of changing market situation which might affect the Company's future cash flow. 7.2 The period that the subscriber has right to received dividend The shareholders who acquire new shares issued will entitle to receive dividend from 2011 company performance onward. The existing shareholder who receive the warrant allotment and exercise the warrant, will have right to receive the dividend. 7.3 Other -None- 8. Other details necessary for shareholders to approve the capital increase/share allotment -None- 9. Schedule of action where the board of directors of the Company passes a Resolution approving the capital increase or allotment of new shares: The Board of Directors approved the capital increase and share allotment February 24, 2011 Resolution of the Meeting of Board of Directors reported to the SET February 24, 2011 The date fixed to determine shareholders entitled to attend AGM March 10, 2011 The date of closure of share register book to collect names of shareholders March 11, 2011 The date of the AGM for 2011 April 7, 2011 Resolutions of the AGM reported to the SET April 7, 2011 The registration of resolution on capital increase at Ministry of Commerce Within 14 days After AGM The company hereby certifies that the information contained in this report is true and complete in all respects. ............................................ (Mr. Adisak Sukumvitaya) Director Authorized to sign on behalf of the company ............................................. Mrs. Manee Soonthornvatin Director ______________________________________________________________________