TRANSLATION Minutes of the Extraordinary General Meeting of by jennyyingdi

VIEWS: 8 PAGES: 9

									                                         -TRANSLATION-

              Minutes of the Extraordinary General Meeting of Shareholders No. 1/2011
                           Bualuang Securities Public Company Limited
                                   December 19, 2011, 14.00 hrs

                at the Dusit Thani Hotel, Napalai Room, 946 Rama IV Road, Bangkok 10500

The Meeting commenced at 14.00 hours

Mr. Sansern Wongcha-um, the Chairman of the Board of Directors, presided as the Chairman of the
Meeting.

The Chairman thanked the shareholders for attending the Meeting and introduced all directors who
attended the Meeting as follows:
1. Mr. Sansern        Wongcha-um         Chairman of the Board of Directors (Independent Director)
2. Mr. Chong          Toh                Authorized Director/ Executive Chairman and
                                         Nomination and Remuneration Committee Member
3. Mr. Prin           Chirathivat        Independent Director and Chairman of the Audit
                                         Committee
4. Mr. Upatham        Saisangjan         Independent Director /Audit Committee Member /
                                         Chairman of the Nomination and Remuneration Committee
5. Ms. Chanida        Sophonpanich       Authorized Director and Risk Management
                                         Committee Member
6. Mr. Pichet         Sithi-Amnuai       Authorized Director/ Executive Director and
                                         President and acting Head of Corporate Support Group
                                         (CFO)
7. Mrs. Yaowadee      Nakhata            Authorized Director /Executive Director and
                                         Risk Management Committee Member
8. Mr. Piya           Sosothikul         Authorized Director and Executive Director
9. Mr. Kaveepan       Eiamsakulrat       Independent Director/ Chairman of the Corporate
                                         Governance Committee/ Chairman of the Risk Management
                                         Committee / Audit Committee Member/ Nomination and
                                         Remuneration Committee Member



The members of management present at the meeting were as follow:
1. Mr. Pichet     Sithi-Amnuai    President and acting Head of Corporate Support Group (CFO)
2. Mr. Vararatana Jutimitta       Managing Director, Merchant Banking Business


Representatives of the Company’s Independent Financial Advisor

Mr. Prasert            Patradhilok     President, Advisory Plus Company Limited

Quorum

The Chairman informed the meeting that 153 shareholders holding 28,194,140 shares, were presented
in person and 130shareholders holding 192,004,717 shares, were represented by proxies. That totaled
283shareholders present in person and by proxy, altogether holding 220,198,857 shares, equivalent to
81.56 % of the total number of shares in the company, thus constituting a quorum, pursuant to the
Articles of Association of the Company which stipulate that there shall be shareholders and proxies
attending any meeting amounting to not less than 25 persons and holding shares amounting to not
less than one-third of the total number of shares sold of the company (equivalent to 60 million

                                                   1
shares). The Chairman then declared the Shareholders’ Meeting open and proposed that the Meeting
consider the matters in accordance with the following agenda items. The Chairman requested that
the President present the details of the agenda items.

Voting Method

The President explained to the Meeting the procedures for casting votes as follow:

1. Each shareholder shall have one vote for one share.

2. In the case of any dissentions or abstentions, the voting would be indicated on the voting cards
   distributed to the shareholders before the meeting and the Company’s staff will collect the voting
   cards.

3. Voting by proxy would be made based on the voting objective already indicated in the proxy form
   for the independent directors or any such representative to perform on the shareholder’s behalf.
   Such votes would be keyed into the computers; hence, no need for the proxy to cast the vote
   again.

4. In the case in which no voting objective is indicated in the proxy form, the proxy may vote at
   his/her own discretion. To vote against or abstain from voting on that matter, he/she would be
   required to indicate in the voting card received before the meeting. Any correction to that already
   indicated in the voting card would require that proxy’s signature.

5. On each agenda item, the voting results will be declared to the meeting whether in the case of
   approval, dissention or abstention.
6. Agenda that must be approved by a vote of not less than three-fourth of total shares issued and
   sold, and the objection vote thereto must not exceed 10% of total shares sold, namely Agenda 2. In
   this regard, the Company shall use the total number of shares issued and sold, totaling 269,998,457
   shares, as the base number of votes for calculation.


Shareholders’ opportunities to ask questions and give opinion

The Company opened the floor for shareholders to raise questions and requested that the questions
be related to the agenda items under discussion. For those shareholders that wanted to raise
opinions and ask questions that weren’t related to the agenda, the Company opened the floor after
agenda item 11 was dealt with. In addition, the Company asked shareholders to disclose his/her
name and surname before asking questions, so that they could be properly recorded in the minutes.

Agenda 1    To acknowledge the Minutes of the 2011 Annual Ordinary General Meeting of
            Shareholders.

The Chairman proposed that the Meeting acknowledge the minutes of the 2011 Annual Ordinary
General Meeting of Shareholders.

The Chairman reported the meeting that the 2011 Ordinary General Meeting of Shareholders was
held on April 21, 2011. Minutes were taken and submitted to the Stock Exchange of Thailand and to
the Ministry of Commerce within the legally mandated period (14 days). In addition, the Minutes
were posted on the Company’s website (www.bualuang.co.th).

The Minutes of the 2011 Annual Ordinary General Meeting of Shareholders had been distributed to
the shareholders together with the notice of this meeting. The Board of Directors is of the opinion
that the Minutes of the 2011 Ordinary General Meeting of Shareholders have been stated completely
and correctly and should be proposed to the meeting for acknowledgment of the said Minutes.

The Chairman invited shareholders to raise opinions or ask the questions.

No shareholder raised opinions or ask the questions.
                                                 2
Resolution

In conclusion, the meeting acknowledge the minutes of the 2011 Annual Ordinary General Meeting
of Shareholders.


Agenda 2     To consider and approve for the delisting of the ordinary shares of Bualuang
             Securities Public Company Limited from the Stock Exchange of Thailand per letter of
             intention from Bangkok Bank Public Company Limited.

The Chairman proposed that the Meeting consider and approve for the delisting of the ordinary
shares of Bualuang Securities Public Company Limited from the Stock Exchange of Thailand per
letter of intention from Bangkok Bank Public Company Limited. The Chairman requested that the
President present the details of this agenda to the Meeting.

The President presented to the Meeting that the Company received the letter of intention to make a
Tender Offer to purchase all shares issued by Bualuang Securities Public Company Limited from
Bangkok Bank Public Company Limited (the “Bank”, “BBL”), the details of which are as follows:

BBL has strategic direction to become full-fledged universal banking operations in order to cope with
the rapidly changing market conditions resulting from Thailand’s financial sector and capital market
development master plans, the upcoming establishment of ASEAN Economic Community potentially
leading to further financial liberalization and allowing commercial banks to conduct more
comprehensive businesses, and the continued intensifying competition in various forms from both
domestic and foreign financial institutions in money and capital markets.

To meet the abovementioned strategic objective, BBL has the intention to increase its shareholding in
the Company, currently already being its subsidiary, to a level that allows it to have a full control
over the latter. BBL would like to submit a tender offer to purchase all shares issued by the Company
currently owned by other shareholders at the tender price of Bt22 per share, provided that the tender
offer will be conditional (“Conditions Precedent”) upon the following:

1. An approval must be obtained from BBL’s Board of Directors;

   BBL Board of Directors obtained approval for a voluntary delisting of BLS securities from SET as
   of November 24, 2011.
2. The Company must obtain an approval from its shareholders for the delisting of the Company’s
   shares from the Stock Exchange of Thailand (“SET”) and SET must approve, and notify its
   approval of, such delisting; and

3. BBL and the Company must obtain all necessary approvals from all relevant government agencies
   or regulatory authorities in order for such tender offer to be successful


The Company had already held a presentation on December 9, 2011 to acquaint its shareholders and
general investors with the opinion of the independent financial advisor on the delisting of the
Company’s shares.


The independent financial advisor from Advisory Plus Company Limited presented the summary
opinion on delisting of the Company’s securities as follows:-
In our opinion, the share price measured by the discounted cash flow approach is appropriate since
this method could reflect the future business operations and profitability prospect of the Company
better than all other approaches. Under the DCF approach, BLS shares are valued at Bt20.00 per share
and at Bt21.67 per share (in the case of tax reduction as per the cabinet’s resolution), which is lower
than the offering price of Bt22 per share by Bt0.33-2.00 per share or 1.50-9.09% of the offering price.



                                                  3
Under Clause 56 of the Capital Market Supervisory Board’s Notification No. Thor Chor12/2554
Re: Rules, Conditions and Procedures for Holding of Securities for Business Takeovers, the offering
price of Bt22 per share must not be lower than the maximum price computed according to the
following procedures:

                                             Detail                                           Baht per
                                                                                               Share
1.     The highest price at which the Offeror or persons under Section 258 of the              N.A.*
       Offeror has acquired the ordinary shares or the preferred shares during a 90-
       day period before the date on which the tender offer document is submitted to
       the SEC.
2.     The weighted average market price of the shares during five business days                15.43
       before the date on which the Company’s board of directors grants approval for
       submission of the delisting of shares for the shareholders’ meeting’s
       consideration.
3.     The Company’s net asset value calculated based on the book value that has                 6.44
       been adjusted to reflect the latest market value of the Company’s assets and
       liabilities.
4.     The fair value of the Company’s shares as appraised by a financial advisor.          20.00/21.67**

*    If during the 90-day period before the date on which the tender offer document is submitted to the
     SEC, BBL does not acquire the Company’s shares at a price higher than Bt22 per share, the said
     offering price of Bt22 per share will be consistent with the above regulations.
** In the case of tax reduction as per the cabinet’s resolution.

Summary Opinion of the Independent Financial Advisor
 The delisting according to the intention of BBL, the major shareholder, which has a strategic
  objective to become a full-fledged universal bank to cope with the fast changing market
  environment. The Bank therefore intends to increase its shareholding in the Company in order to
  fulfill the said strategy.
 The offering price of Bt22 per share is reasonable since it is higher than the fair value as appraised
  by the IFA, using the discounted cash flow approach, at Bt20.00 per share and at Bt21.67 per share
  (in the case of tax reduction as per the cabinet’s resolution) and is not lower than the maximum
  price computed according to the procedures set forth in the Capital Market Supervisory Board’s
  Notification pertaining to the tender offer for delisting of securities as described above.

    We recommend that the shareholders approve the voluntary delisting of BLS shares from the SET.
     In deciding whether to approve or not approve the said delisting of securities, the final decision
     should then be made at the individual shareholders’ discretion.



Board of Directors' opinion
The Board of Directors has considered and agreed with the opinion of the independent directors that
the tender offer price of the Company’s securities of Bt22.00 a share is appropriate, as it is higher than
the fair value appraised by the IFA using the discounted cash flow approach of Bt20.00 per share or
Bt21.67 per share (in the case that the government implements its planned corporate tax cuts to 23%
for 2012).
Based on the aforesaid reasons and facts, the Company’s Board of Directors recommended that BLS
shareholders approve the delisting of Company’s shares from the Stock Exchange of Thailand, as per
Bangkok Bank Plc’s Letter of Intent.
Additionally, the SET’s regulation regarding delisting of securities stipulated that the delisting of
securities from the SET must obtain an approval resolution of the meeting of shareholders by a vote
of not less than three-fourths of the total paid-up shares and the objection vote must not exceed 10%


                                                      4
of total paid-up shares. If the meeting resolves to approve the delisting of the Company’s securities
according to this agenda, the Company will inform Bangkok Bank of the resolution result.
Conversely, if the Company’s delisting is not approved by the Meeting, for whatever reason, it shall
be deemed that Bangkok Bank’s conditions for the tender offer to purchase the Company’s shares are
in some manner unacceptable, causing the Bank to be unable to make the tender offer to purchase all
the shares from the Company’s shareholders, as proposed.
The Chairman invited shareholders to voice opinions or ask questions.
1. Mrs. Neeranuch Ekpiyapornchai, a shareholder, inquired about the tender offer price of Bt22.00
per share, which the IFA deemed to be a reasonable price. She asked about the period of time for
which the shares were valued and whether the shareholders’ loss of opportunity to receive dividends
in the years ahead had been taken into consideration.
Mr. Pichet Sithi-Amnuai, President, explained that the IFA had valued the shares based on an
estimation of the trading value in 2012 and a five-year financial projection, using the Discounted
Cash Flow Approach. A disadvantage of tendering shares under this tender offer was that the
shareholders would no longer receive dividend in the future. However, it is impossible to estimate
the opportunity loss that could arise from the non-receipt of dividends because the dividend
payment is calculated on a yearly basis. The details of the share valuation are in the IFA’s opinion
report.
2. Mr. Basant Kumar Dugar, a shareholder, commented that many securities companies currently
have commercial banks as their major shareholders, as seen from the shareholding structures of
foreign banks compared with Thai banks. He voiced disagreement with the delisting of BLS.
Although Bangkok Bank Plc (BBL) owns a major stake in the Company, the Bank should allow the
Company to maintain its listed status. A regulatory body may consider the Company’s rectification
of its free float shortfall.
Mr. Chong Toh, Chairman of the Executive Committee, clarified that the delisting of BLS was an
issue to be discussed and decided between the Company and BBL, and did not involve either the
Securities and Exchange Commission or the Stock Exchange of Thailand. Today, several other
securities companies have commercial banks as their major shareholders in the midst of fiercer
competition coupled with the forthcoming liberalization of the financial and securities industries.
Securities companies could now be classified into three main types: 1) a bank affiliate, 2) a specialist,
and 3) a discount broker. BLS should be consolidated into BBL in its entirety in order to enhance the
Company’s strength and competitive potential, which would mark a crucial strategic shift enabling
the Company to adapt to the changing and increasingly competitive business environment. This is
evident in the fact that some large banks have made 100% shareholding of the securities companies in
their group. Thus, shareholders should focus on the appropriateness of the tender offer price
proposed by BBL, which, according to the IFA’s opinion, is reasonable.
3. Mr. Suriyon Chotewatanakul, a shareholder, thanked the Company and its management for
operating the business profitably and with satisfactory benefits for shareholders. He asked whether
minority shareholders who declined to sell into the tender offer could retain their shareholdings in
the Company or would be forced to sell their shares to Bangkok Bank. He then suggested that the
Company consider adding the dividend expected from FY11 results to the offering price.
Mr. Pichet Sithi-Amnuai, President, replied that shareholders have the right not to sell their shares to
the Bank. However, there would be only limited access to Company information because, after the
delisting, BLS would no longer have the duties associated with a SET-listed entity to report or
disclose information to the SET, but would only have the duties associated with a public limited
liability company. Moreover, shareholders who declined to sell their shares into the tender offer
would be subject to income tax on any future sale of BLS shares (capital gains made from selling
shares over the SET are income tax exempt; capital gains made from selling shares outside of the SET
are subject to income tax). Mr. Pichet explained further that the dividend has already been factored
into the tender offer price, hence, no additional consideration is necessary.
4. Mr. Tara Cholpranee, a shareholder, requested that the Company redistribute to today’s meeting
the documents presented at the December 9, 2011 meeting, which was held to clarify to shareholders
the voluntary delisting of shares from the Exchange. He also commented that the Company and the

                                                   5
IFA had not yet taken into account the tax credit of the shareholders with respect to the tax paid by
the Company to the Revenue Department. The Company should pay a dividend to shareholders
ahead of the BBL tender offer because some shareholders earn incomes that are below the minimum
personal income tax threshold. The IFA should also describe in its opinion report, the loss of
opportunity arising from such a tax credit, disaggregated into the different income bases of the
shareholders and, as mentioned earlier, the Company should make a dividend payment to
shareholders prior to the tender offer.
The IFA explained that the IFA did not mention the tax refund because shareholders, in practice, do
not have the same tax base. However, the IFA has incorporated the Company’s cash into its
calculation. Therefore, if the Company paid a dividend, its value would diminish accordingly, as cash
had been paid out as a dividend.
5. Mr. Yarnsak Manomaiphiboon, a shareholder, raised the following questions:
5.1 As notified by the Company, there are conditions precedent that must be fulfilled before making
the tender offer, ahead of delisting of the Company’s securities. Agenda Item No. 2, Clause 3 specifies
that the Company and BBL must obtain approval, waiver, permission or consent from the concerned
authorities or regulatory agencies. Are there any obstacles, or is it possible to fulfill this condition?
5.2 If there were to be any disruption, as in 5.1, forcing a delay to the tender offer, would the
Company plan to make a dividend payment? Please give clear details about the schedule for a
dividend payment, which might coincide with the tender offer period. Please also consider the
appropriateness of the tender offer price.
It was well understood that BBL will help strengthen the Company, but the Bank should offer a
reasonable price to buy the shares from small shareholders. Please give more details about all the
relevant procedures, including the timetable.
6. Mr. Suriyon Chotewatanakul, a shareholder, made an additional comment which related to the
questions raised by Mr. Yarnsak Manomaiphiboon, that the Company should pay a dividend to
compensate or reciprocate shareholders for their holding of the Company’s shares through year 2011.
Mr. Pichet Sithi-Amnuai, President, replied that there shouldn’t be any problems over seeking and
obtaining the required approvals from the supervisory agencies. With regard to the timetable, if
today (December 19, 2011) the shareholder meeting were to grant approval for the delisting of the
Company’s shares, the Company would file an application for delisting from the SET on December
20, 2011. According to SET regulations, the SET consideration period is not in excess of 30 days, while
in practice it normally takes only about two weeks, in which case approval would be expected
around the first week of January 2012. After that, BBL must submit its tender offer documents within
10 business days. The tender offer period is 45 business days, or about nine weeks, so would end
around mid March 2012. Under the scenario where the SET’s decision process is longer than
expected, for example about three weeks, BBL would then have to submit the tender offer documents
by the fourth week of January 2012 and the tender offer period would end at around the last week of
March 2012. In the case where SET approval takes about 30 days, BBL must then submit the tender
offer documents by early February 2012 and the tender offer period would end in early April 2012.
Regarding the dividend, Mr. Pichet explained that the price of BLS shares already reflects the
Company’s operating results.
Mr. Vararatana Jutimitta, Managing Director, Merchant Banking Business, added that the Company
has coordinated with the SET and BBL regarding the timeline and, hence, the schedule advanced by
Mr. Pichet is somewhat definite. The tender offer by BBL would be different from other general cases.
Normally, the Offerees would receive the share payment after the end of the tender offer period (45
business days), whereas in this case the Offerees would receive the share payment immediately
within three business days from the date of selling their shares. Besides, the Company is in the
process of seeking approval for a waiver of the brokerage fee payable by the Offerees. If approved,
the Offerees would receive the full amount of Bt22.00 per share for any shares sold into the tender
offer.
7. Mr. Prapat Burana-osoth, a shareholder, asked whether the delisting would still go ahead if BBL
were to fail to acquire the entire 100% of BLS’s paid-up issued shares, and, in order for the share price


                                                   6
to be driven by the market mechanism, whether it is conceivable that the Company would decide
against delisting its shares from the SET.
Mr. Pichet Sithi-Amnuai, President, replied that even in the case where BBL could not acquire all
100% of BLS’s issued shares, the delisting would go ahead if it were approved by the shareholder
meeting.
Mr. Vararatana Jutimitta, Managing Director, Merchant Banking Business, added that the delisting of
BLS shares from the Exchange would be subject to the approval of the shareholder meeting with a
required affirmative vote of not less than three-fourths of the total paid-up shares and with
dissenting votes not exceeding 10% of the total paid-up shares.
8. Mr. Sanchai Songsilp, a shareholder, asked what action the Company would take in the case where
the shareholders today disagreed with the Bt22.00 per share tender offer price and managed to buy
shares so as to push up the market price above the Bt22.00 level.
Mr. Vararatana Jutimitta, Managing Director, Merchant Banking Business, explained that the
investors were legally allowed to do so. However, the relevant laws also stipulate that the delisting of
securities will go ahead if approved by the shareholder meeting with an affirmative vote of not less
than three-fourths of the total paid-up shares and without dissenting votes not in excess of 10% of the
total paid-up shares. In this respect, shareholders that declined to sell into the tender offer would
continue to be shareholders in the Company. Moreover, investors that bought shares after today (Dec
19, 2011) and disagreed with the tender offer price proposed by BBL would not be eligible to vote
(under the relevant laws) on the delisting (either for or against) because the Company had already
closed its share register book to determine the shareholders entitled to attend and cast votes at the
meeting.
9. Mr. Basant Kumar Dugar, a shareholder, commented that since BLS was a financially strong
subsidiary of BBL, the Company should be allowed to manage its business freely and should
maintain its listed company status.
Mr. Chong Toh, Chairman of the Executive Committee, explained that BLS is the Bank’s capital
market arm. In the wake of industry liberalization, the environment will become more intensely
competitive. Rather than competing on price (which would bring on a price war), the Company will
instead focus on delivering innovative products which will require capital investments. As such,
under the scenario where BLS remains listed on the SET, the dividend payment is unlikely be as
generous in the future as it has been in the past. As such, delisting was deemed the most appropriate
solution. Nevertheless, the Company will continue to uphold its good corporate governance
principles and will remain subject to SEC oversight. Shareholders could continue to hold shares in
the Company if they wished and, in the event of a dividend payment, would be entitled to receive
dividends, based on the number of shares held.
10. Mr. Tanatwat Tanakiatsakul, a shareholder, commented about the discount rate used by the IFA
for the share valuation.
Mr. Prasert Patradhilok, President of Advisory Plus Co Ltd, explained that the tender offer price of
Bt22 a share was determined by BBL, as the Offeror, whereas the fair value, as determined by the
IFA, is Bt20 per share.
Mr. Pichet added that when a firm launches an IPO and lists on the SET, the financial advisor serves
as advisor to the Company, but for a delisting the financial advisor acts as an independent financial
advisor to the shareholders of the firm tasked with recommend whether the Offeror’s offering price is
reasonable or not.
11. Mr. Tara Cholpranee, a shareholder, expressed an opinion that at a corporate tax rate of 30%, the
shares were value at Bt20 a share, while using a tax rate of 23%, the share value became Bt21.67 per
share, which was lower than the offering price by just Bt0.33 per share. He then asked why the IFA
still opined that the said tender offer was a reasonable price, instead of rendering an opinion
otherwise and not recommending that shareholders accept the tender offer. Moreover, as informed
by Mr. Chong Toh that there might not be any dividend payments in the future, due to the
Company’s capital requirements for investments, if the investments were lucrative and generated
higher returns, the book value and the Company’s value would then grow. In that case, shareholders


                                                  7
should retain their shareholdings in the Company. Nonetheless, an investment should, in principle,
be both self-financed and funded by loans. He asked how much funding was needed to launch new
products.
Mr. Piya explained that the Company currently still has a small capital base compared with other
securities firms, which means a low comparative NCR. To prepare for future competition, it must
deliver new products that require additional funds. With regard to the fair value, which was only
Bt0.33 per share lower than the tender offer price, the tender offer price was still deemed appropriate.
However, the decision will depend on the will of the shareholders.
12. Mr. Kiat Sumongkoltanakul, a proxy, commented that the dividend payment for FY11 results
remained unclear and asked whether a dividend payment would be made. He understood that
shareholders would be informed of the board resolution over the dividend payment announcement
by around February 2012.
13. Mr. Yarnsak Manomaiphiboon, a shareholder, added that in February 2012, the BLS Board of
Directors would hold a meeting to consider the dividend payment and determine the date of the
Annual General Meeting, which is usually convened in late April every year. If so, the shareholders
would learn of the dividend payment not earlier than February. However, the expected tender offer
period would end before the closing date of the share register book to determine rights to receive
dividends in May. He, therefore, suggested that the Board of Directors request that BBL formally
notify the shareholders about this matter because, as just informed by the management, it is 99.99%
likely that BBL will submit the tender offer documents in January after condition precedent no. 3 is
fulfilled. He also requested clarity regarding the waiver of brokerage fees for the Offerees, the
immediate receipt of share payment on the third business day after the date on which the Tender
Offer Agent receives the tender offer acceptance form, and a definite timeline—all crucial information
for the shareholders in deciding whether to retain their shares for future dividends or sell them into
the tender offer, in which case they would not receive dividends.
14. It was remarked that the sensitivity analysis should focus more on the upper quartile than on the
lower quartile and that a study should be carried out to determine the impact of the flooding.
Mr. Pichet took note of all the comments and suggested that shareholders consider the matter from
different viewpoints.
15. Mr. Tara Cholpranee commented that the documents supplied by the IFA at the presentation
meeting to shareholders on December 9, 2011 should be redistributed at this meeting. In addition, the
Company should clearly announce the closing date of share register book to determine rights to
attend the Annual General Meeting (XM) and the book closing date to determine rights to receive
dividends (XD). Since the said two events would take place on different dates, it is conceivable that
the shareholders could attend the shareholder meeting before the end of the tender offer period. They
could, after participating in the AGM, decide whether to sell their shares to the Offeror. Meanwhile,
the closing of the share register book to determine rights to receive dividends would take place after
the end of the tender offer period.
Mr. Pichet explained that the schedule could not be definitively determined as requested because the
SET must first decide on the delisting of the Company’s shares, the timing of which is outside of the
control of the Company. As such, the tender offer period could begin at any time from early January
to late January 2012 and would end from around mid-March to early April 2012, depending
primarily on the SET’s date of approval.



No other questions or comments were raised by the shareholders attending the meeting.


Vote casting
Approval     218,122,427     votes or 80.7865% of the total issued shares
Dissention     2,056,430     votes or 0.7616% of the total issued shares
Abstention        20,000     votes or 0.0074% of the total issued shares



                                                  8
Resolution

The meeting approved with a vote of not less than three-fourths (3/4) of the total issued shares of the
Company, without dissenting votes from more than 10% of the total issued shares, the delisting of the
ordinary shares of Bualuang Securities Public Company Limited from the Stock Exchange of
Thailand per letter of intention from Bangkok Bank Public Company Limited.


Agenda 3     Other businesses
The Chairman invited shareholders to raise opinions or ask the questions.
No other questions were raised.



The Chairman expressed his gratitude to the shareholders for attending the Meeting and for their
views and suggestions, which the Board would take into consideration. He declared the Meeting
closed.


The Meeting was adjourned at 15.50 hours.



                                           Sansern Wongcha-um Chairman of the Board of Directors
                                         Mr. Sansern Wongcha-um
                                        The Chairman of the Meeting



  Pantip Koeythong
(Mrs. Pantip Koeythong)
 Company Secretary




                                                  9

								
To top