Capital Increase Report Form
Annex 2
Capital Increase Report Form
Major Cineplex Public Company Limited
February 26, 2008
We, Major Cineplex Public Company Limited, do hereby report to you the resolution of the Board of Director, No. 1/2008, held on February 26, 2008 at 10.00 hours to 12.00 hrs., in related to the Company increasing capital and allocation of the company shares as follows:
1. Decreasing capital
It was resoluted to decreased the Company registered capital from 906,000,000 baht to be 901,000,000 baht, by decreasing capital 5,000,000 baht after the reserving for 3,878,381 shares of ESOP-W 1, 2,189,000 shares of ESOP-W2 and 15,000,000 shares of ESOP-W3, at par value of 1 (one) baht .2. Increasing capital
It was resoluted to increased the Company registered capital from 901,000,000 baht to be 919,000,000 baht, by issuing of 18,000,000 ordinary shares, at par value of 1 (one) baht, total of 18,000,000 baht.3. Allocation of increasing shares capital
It was resoluted by the Board of Director to allocate the ordinary share of 18,000,000 shares at par value of 1 (one) baht each, total of 18,000,000 baht as follows:3.1 Details of allocation
| Allocate to | Number of shares | Ratio (former : new) | Exercise Price per share (baht) | Exercise Date and Payment | Remark |
| 1. For the exercise of the warrants to purchase the Company's ordinary share which issued and offered to the Company's directors (ESOP-W4) | 15,000,000 | Exercise right 1 : 1 | Please see details of ESOP Project | Please see details of ESOP Project | |
| 2. For the exercise of additional warrant ESOP-W4 which occur by changing warrant | 3,000,000 |
3.2 Company operation in case of remaining shares - none -
3.3 In case of the remaining ordinary share from the change warrant (ESOP-W4), the committee shall consider and propose to the shareholder meeting to approve.
4. Date of the Shareholder Meeting for considering and approve of the capital increase and increasing shares allocation.
Annual Shareholder Meeting No. 7/2008 will be held on April 4, 2008 at 10.30 hrs., at Major Cineplex Public Company Limited, Ratchayothin, 1839 Phaholyothin Road, Kwang Ladyao, Khet Jatujak, Bangkok. The Share Register Book will be closed for the purpose of determining the right of attending from March 14, 2008, at 12.00 hrs., until the completion of the said Meeting.5. To register the increasing capital and increasing shares allocation to the related Authority and its condition.
Upon exercising of warrant to purchase the Company's ordinary shares, the Company will apply for increasing capital to the Ministry of Commerce.6. Objective of the capital increase and the use of additional capital.
To reserve for exercise of warrants to purchase the Company ordinary shares which issue to the Company directors. Money received from capital increased and exercise warrant by purchasing the ordinary shares for the Company, will be put in the Company current asset account.7. The Company's benefit from capital increase/increasing share allocation.
To motivate and reward to the Company's directors contribution in order those to perform and build highest benefit to the Company. Furthermore, to motivate the directors to work in long term with the Company.8. Shareholders benefit from capital increase/increasing share allocation.
Motivation to the Company directors shall result to their performance and highest benefit to the Company, consequence to the Company in general and the Shareholders in long term basis.9. Necessary details for Shareholders to their decision to approve the capital increase / shares allocation.
As specified in ESOP-W4 Project attached herewith.10. Schedule of proceeding increase of Board of Director approve the increasing capital / increasing shares allocation.
10.1 Date of Director Meeting No. 1/2008 to approve the increasing capital and increasing shares allocation on February 26, 2008.
10.2 The Share Register Book will be closed for determining the right of attending the Annual Shareholder Meeting, No. 7/2008 on March 14, 2006.
10.3 Date of the Annual Shareholder Meeting No.7/2008 to approve the issuance of warrants and increasing capital on April 4, 2008.
10.4 Date of issuing and offering the warrant will be determined upon granted by the Office of SEC.
10.5 Date of warrant exercise to purchase the ordinary shares as details specified in ESOP-W4 Project attached herewith. The Company certified that the detail specified to their form is true and accurate.
( Mr.Thanakorn Puliwekin)
( Mrs.Paradee Poolvaraluck )