20 สิงหาคม 2551
Notification of Resolutions of Unitholder Metting
4. Form of Document Certifying the Ownership of Investment Units
To amend the contents of the Fund Management Project relating to
the form of the documents certifying the ownership of the Investment Units to
be in line with the cancellation of the documents certifying the ownership of
Investment Units in the form of Passbook as proposed herein.
4.2 To acknowledge the amendments of the Fund Management Project to be in
line with the amendment of the Notification of the Office of the Securities
and Exchange Commission Sor.Nor. 11/2550 Re: Rules, Conditions and Procedures
for Establishment and Management of Property Funds dated 1 October 2007. The
Management Company hereby notifies to the unitholders of the Fund to
acknowledge that the amendments to the Fund Management Project render it in
line with the notification of the Office of the Securities and Exchange
Commission Sor.Nor. 11/2550. The amendments of the Fund Management Project in
the aforementioned matters can be summarized as follows:
1. General Characteristic of the Fund
To amend the general information of the Fund, such as the name of
the Fund, definitions, investment of the Fund on real properties and/or other
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properties, unitholders of the Fund and related person, duty of the
Management Company, allotment of the Investment Units.
2. The management of the Fund
To amend the management procedures of the Fund, such as
capital increase or capital decrease of the Fund, dividend payment, meeting of
the unitholders of the Fund, the dissolution of the Fund.
Such amendments to the Fund Management Project render it in line with the law
and make it possible for the Fund to seek approval from the Office of the SEC
without having to first obtain a unitholders' resolution.
Furthermore, the Office of the SEC is considering amending certain provisions
stated in the Notification of the Office of the Securities and Exchange
Commission Sor.Nor.11/2550. When the Office of the SEC announces the
commencement of the amendment to the Notification Sor.Nor. 11/2550, the
Management Company shall proceed with the relevant amendments to the Fund
Management Project in order to comply with the Notification Sor.Nor. 11/2550
and any further related notifications that will have been amended.
In addition, the Management Company shall be empowered to take the
following actions:
1) To amend the wording or contents in the Fund Management
Project as necessary and relevant for the benefit of the capital increase for
the additional investment of the Fund, insofar as they are not contradictory
to or in conflict with the resolution of the unitholders' meeting and/or as
instructed or recommended by the Office of SEC and/or the Stock Exchange of
Thailand and/or any other competent authorities and to contact the Office of
SEC, the Stock Exchange of Thailand, government authorities or agencies, and
any other persons for such amendment.
2) To proceed with any other acts as necessary or relevant to
the above for accomplishment, including to appoint and/or remove any
substitute for the acts provided in 1) above for their accomplishment.
5. Approved with affirmative votes of 864,084,017 units from the total
number of Investment Units sold of the Fund of 1,091,500,000 units or
equivalent to 79.16 percent of the total number of Investment Units sold of
the Fund (while there were unitholders who did not approve or abstain their
votes in the number of 329,000 votes or equivalent to 0.03 percent of the
total number of Investment Units sold of the Fund) approve the amendment to the
Fund Management Project to be in line with the amendment to the Notification
of the SEC No. KorNor. 30/2547 re: Rules, Conditions and Procedures for
Establishment and Management of Funds dated 10 June 2004, in order to enable
the Fund to borrow funds as follows:
"For management of a property fund, the Fund may borrow funds, with or
without provision of a collateral as security subject to the following criteria:
(1) The borrowing shall be made for the following purposes:
(a) to renovate the Fund's immovable properties or the
immovable properties on which the Fund has the leasehold right, in order to
maintain its good condition and ready for seeking benefit;
(b) to modify or construct additional building over the land
owned byFund or the land on which the Fund has the leasehold right, in order
to benefit the Fund;
(c) to invest in additional immovable property or leasehold
right;
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In addition, the Fund may borrow funds to be utilized
for the purpose as approved by the Office of the SEC and/or the SEC and/or
according to the notification of the Office of the SEC and/or the SEC.
(2) Such borrowing money shall be carried out by taking the
benefit of unitholders into account. The Management Company shall also
consider the remaining lease term under the lease agreement if the funds from
the borrowing will be used for renovation of the immovable property on which
the Fund has the leasehold right under Clause (1)(a) or for modification or
construction of additional building over the land on which the Fund has the
leasehold right under Clause (1)(b); and
(3) The borrowing amount shall not exceed 10 percent of the
total asset value of the Fund. In the event that the borrowing amount
subsequently exceeds such borrowing ratio, but it is not due to the additional
borrowing, the Management Company may maintain such borrowing ratio. However,
it shall not make any additional borrowing ratio decreases to be less than 10
percent of the asset value of the Fund."
In addition, the Management Company shall be empowered to take the following
actions:
1) To amend the wording or contents in the Fund Management Project as
necessary and relevant for the benefit of borrowing funds by the Fund, insofar
as they are not contradictory to or in conflict with the resolution of the
unitholders' meeting and/or as instructed or recommended by the Office of the
SEC and/or the Stock Exchange of Thailand and/or any other competent
authorities and to contact the Office of SEC, the Stock Exchange of
Thailand, government authorities or agencies, and any other persons for such
amendment.
2) To proceed with any other acts as necessary or relevant to the above
for accomplishment,including to appoint and/or remove any substitute for
carrying out activities provided in 1) above to their accomplishment.
Please be informed accordingly.
Yours faithfully,
Thida Chotiyanont
Authorized Signatory
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