Resolution of the Board of Directors' Meeting No.4/2010
(Translation)
Ref.36/530728
Date: July 28, 2010
Subject: Resolution of the Board of Directors' Meeting No.4/2010 Attention: Director and Manager The Stock Exchange of Thailand
Attachments:
1) Information Memorandum for acquisition of 100% ownership of MW Brands Holdings SAS
2) Details of Credit Facility Agreement
3) Details of Convertible Debentures
4) Capital Increase Report Form (F53-4)
The Board of Directors of Thai Union Frozen Products Public Company Limited ("Company") in Meeting No. 4/2010 held on July 27, 2010 had passed the important resolutions which can be summarized as follow;
1. Approval of the entry into Share Purchase Agreement and associated ancillary agreement(s) in regards to the acquisition of shares and business of MW Brands Holdings SAS. (Attachment 1)
2. Approval of the execution of Credit Facility Agreement(s) for the acquisition of shares and business of MW Brands Holdings SAS. (Attachment 2)
3. Approval of the reduction of the Company's registered capital from Baht 885,090,950 to Baht 883,170,950 and the amendment of Clause 4 of the Company's memorandum of association to be consistent with the reduction of the Company's registered capital.
4. Approval of the increase of the Company's registered capital in the additional amount of Baht 116,829,050 from the current registered capital of Baht 883,170,950 and the new registered capital will be Baht 1,000,000,000 for the purpose of reserving the issuance of newly issued convertible debentures and the amendment of Clause 4 of the Company's memorandum of association to be consistent with the increase of the Company's registered capital.
5. Approval of the issuance and offering of newly issued convertible debentures to specific investor(s) (Private Placement) in the amount not exceeding Euro 60 million. (Attachment 3)
6. Approval of the allotment of new ordinary shares from capital increase of the Company reserving for the issuance of convertible debentures. (Attachment 4)
7. Approval of the allotment of remaining ordinary shares from those shares reserved for the issuance of convertible debentures to the existing shareholders on a pro rata basis (Right Offering) or to the investors on a Private Placement basis. (Attachment 4)
8. Approval of the Company's incorporation of its new overseas subsidiary, commercially referred to as Thai Union Investment Holding on the territory of Republic of Mauritius under total registered capital of USD1, which will be wholly owned by the Company. The purpose of the incorporation of Thai Union Investment Holding is to acquire MW Brand Holdings SAS.
9. Approval of the appointment of the Company's appointment of CIMB Securities (Thailand) Co., Ltd. as an independent financial advisor to give the Company's directors and shareholders its professional opinions on the acquisition of MW Brands Holdings, SAS.
10.Approval of the date and agendas for the Extraordinary General Meeting of Shareholders No. 1/2010 that shall be held on Thursday 2nd day of September, 2010 at 2.00 p.m. at Ballroom Room, 23rd Floor, Centara Grand Hotel at CentralWorld, Rachaprasong Road, Bangkok and fixed the record date on August 10, 2010 in order to determine the entitlement of shareholders to attend the Extraordinary General Meeting of Shareholders No. 1/2010 in compliance to Section 225 of the Securities and Exchange Act B.E.2535 (Amended B.E.2551). The schedule of the closing date of share register book was fixed on August 11, 2010. The meeting agendas are as follows:
1) To adopt the Minutes of the Annual General Meeting for the year 2010, held on March 22, 2010.
2) To consider and approve the entry into Share Purchase Agreement and relevant agreement(s) in regards to the acquisition of shares and business of MW Brands Holdings SAS.
3) To consider and approve the execution of Credit Facility Agreement(s) for the acquisition of shares and business of MW Brands Holdings SAS.
4) To consider and approve the reduction of the Company's registered capital from Baht 885,090,950 to Baht 883,170,950 and the amendment of Clause 4 of the Company's memorandum of association to be consistent with the reduction of the Company's registered capital
5) To consider and approve the increase of the Company's registered capital in the additional amount of Baht 116,829,050 from the current registered capital of Baht 883,170,950 and the new registered capital will be Baht 1,000,000,000 for the purpose of reserving the issuance of newly issued convertible debentures and the amendment of Clause 4 of the Company's memorandum of association to be consistent with the increase of the Company's registered capital.
6) To consider and approve the issuance and offering of newly issued convertible debentures to specific investor(s) (Private Placement) in the amount of not exceeding Euro 60 million.
7) To consider and approve the allotment of new ordinary shares from capital increase of the Company reserving for the issuance of convertible debentures.
8) To consider and approve the allotment of remaining ordinary shares from those shares reserved for the issuance of convertible debentures to the existing shareholders on a pro rata basis (Right Offering) or to the investors on a Private Placement basis.
9) To consider other business. (if any)
Please be informed accordingly and consider further dissemination to investors.
Respectfully yours,
Thai Union Frozen Products PCL.
Mr. Thiraphong Chansiri, Director
Mr. Chan Tin King, Director