Minutes of the Annual General Shareholders Meeting for Of

Minutes of the Annual General Shareholders’ Meeting for 2006 Of Nava Leasing Public Company Limited At Arnoma III Room, Arnoma Hotel Bangkok Friday, April 21, 2006 Date, Time and Place of Meeting The Annual General Shareholders’ Meeting for 2006 was held on Friday, April 21, 2006 at Arnoma III Room, Arnoma Hotel Bangkok, located at No. 99 Rajdamri Road, Pathumwan, Bangkok 10330 The Meeting commenced at 2.00 p.m. Mr.Chatchaval Jiaravanon Chairman of the Company was the chairman of the Meeting, with other directors of the Company listed below attending the Meeting: 1. Mr.Chatchaval Jiaravanon Chairman 2. Mr.Somchai Phansaishue Vice Chairman 3. Dr.Nantapol Pongspaiboon Chairman of Audit Committee and Independent Director 4. Mr.Theerapun Petchsuwan Audit Committee and Independent Director 5. Mr.Surasak Phansaichua Director 6. Ms.Jiraporn Simthumnimit Director 7. Mr.Sudtheerak Phansaichua Managing Director 8. Mr.T-Rathorn Thuwanontha Director and Deputy Managing Director Auditor from KPMG Phoomchai Audit Co., Ltd. namely Mrs.Sudchit Boonprakob auditor registration no. 2991 also participated the Meeting. The Chairman of the Meeting welcomed all participants and appointed Mr.Theerapun Petchsuwan, Independent Director and Audit Committee Member, to conduct the Meeting and Mr.Alongkorn Sattabusaya to be the secretary of the Meeting. Mr.Theerapun Petchsuwan declared to the Meeting that there were 61 shareholders and proxy-holders representing 407,595,904 shares, accounting for 54.35% of total issued shared of the Company. That constituted a quorum pursuant to the Articles of Association of the Company, thus, Mr.Theerapun Petchsuwan declared the opening of the Annual General Shareholders’ Meeting for 2006. Mr.Theerapun Petchsuwan explained the voting procedure that if there are no votes against any resolution of any item on the agenda of the Meeting or there are abstentions, it means that all participants approve concerning resolutions, by unanimity or number of votes as for the case. But, in case of disapproval or abstention by any shareholder, they shall raise their hands so that the staff will bring them the ballots. Those shareholders then make correct mark ( ) in the square frame in the ballot as for the vote counting. For those who made no votes of disapproval or made no abstentions, they will be regarded as they approve concerning resolutions. Mr.Theerapun Petchsuwan then proposed the Meeting to be conducted according to items on the agenda as follows: Agenda No. 1 To adopt the Minutes of the Annual General Shareholders’ Meeting for 2005 held on Friday, April 29, 2005. Mr.Theerapun Petchsuwan requested the Meeting to consider and adopt the Minutes of the Annual General Shareholders’ Meeting for 2005 held on Friday, April 29, 2005. Details of the Minutes were already in copies sent by the Company to all shareholders prior to this Meeting. None of the shareholders objected or requested the amendment of the Minutes. The Meeting considered the Minutes and agreed to approve the Minutes by majority vote from shareholders participated the Meeting. Details of the votes were as follows: - Approved: - Disapproved: - Abstained Total Agenda No. 2 399,923,952 0 6,815,739 406,739,691 shares shares shares shares To acknowledge NVL’ Annual Report and the Board of Directors’ Report on NVL’s operations for 2005. Mr.Theerapun Petchsuwan informed the Meeting to acknowledge the Company’s annual report and Operating Performance for the previous year as per documents already sent to shareholders along with the invitation letter to this shareholders’ Meeting. None of shareholders made any query. The Meeting then acknowledged the Annual Report and Report from the Company’s Directors on the Company’s Operating Performance for 2005. Agenda No. 3 To consider and approve NVL’s Financial Statements for the year ended 31 December 2005 and Auditors’ Report. Mr.Theerapun Petchsuwan proposed for the Meeting to approve the financial statements for the year ended December 31, 2005 which already been verified by the Company’s Audit Committee and examined and audited by the Auditor in accordance with documents made available to shareholders along with invitation letter to this Meeting. Mr.Theerapun Petchsuwan also asked the Company’s Managing Director to inform the Meeting about the additional details of the financial statements. The Managing Director declared to the Meeting that the Company generated a decrease in profit due to the significant changes. However, those events have occurred on an one off basis and unlikely to reoccur in the consequent years. They were: 1. The Company’s compensation payment to five executives who requested for their retirement on May 1, 2005, totaling 9.88 Million Baht. 2. The Company’s sale of hire-purchase and financial-lease contracts to a local bank in November and December 2005 worth 287.88 Million Baht (excluding value added tax). The sold contracts had The Book value of 294.59 Million Baht; therefore, the Company generated a loss of 6.71 Million Baht from the sale. The Company decided to sell those contracts of corporate debtors because they generated low yield return. 3. A reduction of receivable interests for the year 2005 by 13.33 Million Baht, or equivalent to 57.48%, because of the Company’s slowing down in extending loans to car distributors during the first half of 2005, when the Company was in the process of restructuring management and business plan for higher profit in the long-term. Mr.Theerapun Petchsuwan also added that the Company had changed its management team and lending policy and method, in which the shareholders have already known. Those led to the above events and a reduction in profit from the operation in 2005. None of shareholders made any query. The Meeting already considered and agreed with a majority vote to approve the financial statements for the year ended December 31, 2005. Details of the votes were as follows: - Approved - Disapproved - Abstained Total Agenda No. 4 399,923,952 shares 0 shares 6,815,739 shares 406,739,691 shares To consider and approve the appropriation of net profit as a reserve fund and dividend payment for the year ended December 31, 2005. Mr.Theerapun Petchsuwan informed the meeting that from the Company’s operating results ended December 31, 2005, the Company recorded a net profit of 23.72 Million Baht and 5% of the net profit, or 1.19 Million Baht, were allocated as a reserve fund as required by law. Mr.Theerapun Petchsuwan also proposed an approval of the dividends payment for the year 2005 to the shareholders of 750,000,000 shares at the rate of 0.015 Baht per share, amounting for a total of 11.25 Million Baht. The payment will be made to shareholders whose their names appear in the Company’s Share Registration Book as of March 31, 2006 at 12.00 a.m. The dividends payment date was scheduled on May 19, 2006. None of the shareholders made any query. The Meeting already considered and agreed with a majority vote to approve the appropriation of the net profit as a reserve fund and the dividends payment as proposed above. The dividends payment was scheduled on May 19, 2006 and will be made to shareholders whose their names appear in the Company’s Share Registration Book as of March 31, 2006 at 12.00 a.m. The details of the votes were as follows: - Approved - Disapproved - Abstained Total 399,923,952 shares 0 shares 6,815,739 shares 406,739,691 shares Agenda No. 5 To consider and approve the re-election of the Directors retiring by rotation to continue their directorships under Article 13 of the Articles of Association; namely: Mr. Theerapun Petchsuwan, Mr.Pornwut Sarasin and Mr.T-Rathorn Thuwanontha. Mr.Theerapun Petchsuwan proposed the Meeting to consider and approve the re-election of directors, who retired as their term ended, to continue their directorships according to the Company’s regulations Clause 13 and Public Company Act B.E. 2535. Retiring directors, accounting for one-third of the total number of directors, were as follows: 1. Mr.Theerapun Petchsuwan 2. Mr.Pornwut Sarasin 3. Mr.T-Rathorn Thuwanontha. Independent director Independent director Director The Company’s Board of Directors has considered and viewed that all these persons are full of knowledge and ability and have done usefulness to the Company along the time. Therefore, they agreed to propose the shareholders’ Meeting to approve the re-election of these persons to continue their directorships for another one term. Shareholders proposed the re-appointment of these three directors to their former positions. The Meeting considered and agreed with a majority vote to approve that Mr.Theerapun Petchsuwan, Mr.Pornwut Sarasin and Mr.T-Rathorn Thuwanontha to continue their directorships as proposed by the Board of Directors. Details of the votes were as follows: Mr.Theerapun Petchsuwan - Approved - Disapproved - Abstained Total Mr.Pornwut Sarasin - Approved - Disapproved - Abstained Total 399,954,952 shares 0 shares 6,815,739 shares 406,770,691 shares 399,954,952 shares 0 shares 6,815,739 shares 406,770,691 shares Mr.T-Rathorn Thuwanontha - Approved 399,954,952 shares - Disapproved 0 shares - Abstained 6,815,739 shares Total 406,770,691 shares Agenda No. 6 To consider and determine the remunerations of the Directors, Executive Committee Members and Audit Committee Members. Mr.Theerapun Petchsuwan informed the Meeting that the Company paid in 2005 the meeting attendant fees and remunerations to the Company’s Directors worth 2.5 Million Baht as approved by the Annual General Shareholders’ Meeting for 2005. For the year 2006, the meeting attendant fees and remunerations to the Company’s Directors were proposed to be not exceeding 3 Million Baht, which was considered as an appropriate amount. None of the shareholders made any query. The Meeting considered and agreed with a majority vote to approve the proposed remuneration and meeting attendant fees amounting no more than 3 Million Baht. Details of the votes were as follows: - Approved - Disapproved - Abstained Total Agenda No. 7 399,954,952 shares 0 shares 6,815,739 shares 406,770,691 shares To consider and approve the appointment of auditors and determine the audit fee for 2006. Mr.Theerapun Petchsuwan proposed the Meeting to consider and approve the appointment of the Company’s auditors and determine the audit fee for the year 2006. 1) Ms.Praphasri Leelasupha CPA No. 4664 or 2) Ms.Sukanya Sutheeprasert CPA No. 5063 from Sam Nak-Ngan A.M.C.Co., Ltd.were proposed at the Meeting to be the auditors of the Company for the financial statements for the year ending December 31, 2006. The audit fee for the year 2006 was proposed at 870,000 baht. None of shareholders made any query. The Meeting considered and agreed with a majority vote to approve the appointment of the proposed auditors from the Sam Nak-Ngan A.M.C.Co., Ltd. and the audit fee as proposed by the Board of Directors. Details of the votes were as follows: - Approved - Disapproved - Abstained Total Agenda No.8 400,779,952 shares 0 shares 6,815,739 shares 407,595,691 shares To consider and approve the issuance of new debentures for a total sum not exceeding Baht 2,000 Million. Mr.Theerapun Petchsuwan proposed to the Meeting that, at the 2005’s Annual General Shareholders’ Meeting for 2005 held on April 29, 2005, the Meeting approved the Company to issue the debentures at the amount not exceeding 2 Billion Baht. However, the Company did not issue the said debentures as planed because of unfavorable market condition while the Company had adequate working capital. The Board of Director then proposed the Meeting to consider and approve the issuance of new debentures for a total sum not exceeding Baht 2,000 Million again in 2006. Details of issuance of new debentures were as follows: Type: Secured or unsecured debentures, subordinated or non-subordinated, with or without the debenture representatives Thai Baht Currency: Total debenture value: Not exceeding 2 Billion Baht Maturity: Offering: Not exceeding 10 years from issuance date To the general public (public offering) and/or through the private placement scheme, in one or in several issuances, in accordance with relevant notifications issued by the Securities and Exchange Commission. Debenture holders might or might not have rights to request early redemption of debentures prior to their maturity and the Company might or might not exercise its right to redeem the debentures prior to their maturity, according to the conditions agreed upon at each issuance. Early Redemption: The Meeting was also proposed to empower the Board of Directors to consider and determine details and other conditions regarding the issuance and offering of the debentures such as type of debentures, number of debentures to be issued, maturity date, offering scheme, the face value, price per debenture, interest rate and interest payment method and others. Also, the Board of Directors shall have the authority to appoint the debenture holder representatives and/or registrar and/or brokers and/or underwriters and/or advisors and other relevant persons. The Board of Directors shall have the authority to execute, sign, amend and negotiate contracts and/or any other documents with the relevant parties. The Board shall also have the authority to prepare, liaise, give information and submit documents to the Office of the Securities and Exchange Commission (SEC) and/or other authorities concerning the issuance and offering of the said debentures under the relevant notifications, regulations, criteria and laws, and proceed any related action as appropriate. A shareholder, Mr. Pitak Netrapetchcharachai, asked about conditions and interest rate of the debentures. Mr.T-Rathorn Thuwanontha, a director, explained that the Company will determine the interest rate by relying on overall market sentiment while other issuance conditions will be as same as the previous year, including the debenture amount of not exceeding than 2 Billion Baht, maturity not exceeding 10 years, offering to general public or private placement scheme. However, the Company will determine market conditions and demand before issuing the debentures. Mr.Theerapun Petchsuwan further explained that, in general, the Company will determine interest rate for the debentures at level higher than bank’s deposit rates, but lower than its lending rates. This will enable the Company to lower cost in respect to interest margin. The shareholders then asked about the Company’s current borrowing rate. Mr.T-Rathorn Thuwanontha informed that the Company’s interest rates for borrowing base on MLR rates, which are currently around 7.5% (+, -). At present, the Company’s borrowing rates have several conditions. None of shareholders made additional query. The Meeting considered and agreed with a majority vote to approve the issuance of new debentures at the amount not exceeding 2 Billion Baht in accordance with the above conditions. Details of the votes were as follows: - Approved - Disapproved - Abstained Total Agenda No.9 400,779,952 shares 0 shares 6,815,739 shares 407,595,691 shares To acknowledge the change of authorized director. Mr.Theerapun Petchsuwan informed the Meeting that as Mr.Chatchaval Jiaravanon, who is the director having the authority to sign on behalf of the Company, is busy and not comfortable to continue his status of authorized director. The Board of Directors, thus, resolved the change of authorized director, Mr.Chatchaval Jiaravanon and appointed Ms.Jiraporn Simthumnimit to be the authorized director in place of Mr.Chatchaval Jiaravanon. However, Mr.Chatchaval Jiaravanon will remain in his position of Chairman of the Company. None of the shareholders made any query. The Meeting acknowledged the change of authorized director as proposed. Agenda No. 10 To consider other matters. No other issues were proposed to be considered at the Meeting. A shareholder, Mr.Sarayuth Aue-auychai made additional queries about: - the Company’s operation plan in 2006, and - why the Company requested the issuance of new debentures despite it had already requested the issuance since in 2005? Mr.T-Rathorn Thuwanontha explained that the market condition in the second half of 2005 wasn’t really favor the issuance of the debentures because the market was seriously affected from a default of bill of exchange by one company. In addition, the regulations of the Office of Securities and Exchange Commission provides that each approval of the debenture issuance will be valid for 1 year. Once the term due, but the Company hasn’t yet issued the debentures, the Company needs to request for a new approval of the issuance from the shareholders. With no further query made, the Chairman of the Meeting then thanked all shareholders for their supports given to all Directors and employees of the Company along the years. The Company’s Annual General Shareholders’ Meeting for the year 2006 adjourned at 2.45 p.m. -----------------------(Mr.Chatchaval Jiaravanon) Chairman ------------------------(Mr.Alongkorn Sattabusaya) Secretary