RESOLUTIONS OF THE BOARD OF DIRECTORS SPEICAL MEETING/1999
[Translation]
Ref. PDI.B.02.24/99
9 March 1999
To : President
The Stock Exchange of Thailand
Re. : Resolutions of the board of directors speical meeting/1999
We refer to our notification letter, ref. PDI.B.02.20/99 of 24 February 1999 as regards Western
Metals Limited (WML), an Australian group of investors in the companys private placement shares,
having rescinded the Share Subscription Agreement (SSA) signed on 7 October 1998. Initially, the
management has been discussing the issue with all parties who took part in negotiations on the said
agreement from the beginning. Subsequently, the board of directors special meeting/1999 was held
on 8 March 8, 1999 to consider future actions on the matter. It has been resloved the following :
1. Acknowledged WMLs reason for termination of the agreement and assigned the management to
jointly negotiate on conditions of the above-referred and other relevant agreements with WML and
all 9 creditors in order to conclude the matter as soon as possible.
2. Noted the companys projected financial and cashflow status. Forecasts based on the current zinc
price and exchange rate confirm that the company can continue to fully service interest payments
on all of its debts and make the scheduled principal repayments on the Tranche B debt with cashflow
from operations. The company will hold discussions with its creditors regarding the rescheduling of
its debt repayments now that Western Metals will not be paying Tranche A.
3. Agreed to change the date, time, venue, agenda and the closing date of share transfer book for 1999
ordinary shareholders meeting as follows :
Previous schedule New schedule
- Date - Friday, 23 April 1999 - Thursday, 29 April 1999
- Time - 9.30 hrs. - 10.00 hrs.
- Venue - Meeting Room II, Queen Sirikit - Meeting Room III, Queen Sirikit
National Convention Centre National Convention Centre
- Closing date of - Friday, 2 April 1999 from - Friday, 9 April 1999 from
share transfer book 12.00 hrs. until the meeting 12.00 hrs. until the meeting
is adjourned is adjourned
. . . / 2
2
Previous schedule New schedule
- Agenda V - Approve the audited balance - Approve the audited balance
sheet and profit and loss sheet and profit and loss
statement for 1998 and consider statement for 1998 and consider
1998 dividend payment no 1998 dividend payment
In this regard, agenda I-IV and VI-IX shall remain unchanged.
Please be informed accordingly.
Yours truly,
- Signature -
(Brett T. Lambert)
President and CEO