BROOKER ANNUAL REPORT 2012

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The Brooker Group Public Co Ltd Annual Report 2012 Exchange Commission (S.E.C.) dated October 19, 2001, the un-issued warrants are considered expired as the warrants were not issued within one year period. On August 9, 2010, the resolution of the board of directors of the Company has approved an allotment of 3,350,000 units of warrants (BROOK-W3) to the employees of the Company. Thus the warrants (BROOK-W3) have been fully allotted. On September 15, 2010, a director has exercised 6 million units of the warrants to buy ordinary shares at Baht 0.80 per share, amounting to Baht 4,800,000. The increase of the ordinary shares was registered on September 22, 2010. On December 15, 2010, a director and employees has exercised 12.60 million units of the warrants to buy ordinary shares at Baht 0.80 per share, amounting to Baht 10,080,000. The increasing of the ordinary shares has been registered on December 21, 2010. On March 15, 2011 the Company’s directors and employees has exercised 5,650,000 units of the warrants to buy ordinary share at Baht 0.80 per share, total amounting to Baht 4,520,000.00. The increasing of the ordinary shares has been registered on March 15, 2011. As of March 31, 2011 no outstanding balance of warrant (BROOK-W3) which has been allotted to the Company’s directors and employees, due to being fully exercised. Warrant to purchase ordinary shares (BROOK-W4) On July 4, 2011 the Company’s extraordinary shareholders meeting no. 1/2011 approved a resolution to issue of 374,392,781 warrants (BROOK-W4) to purchase new ordinary share of Baht 0.05 per unit for offering to the existing shareholders. A unit of warrant has the rights to purchase 1 new ordinary share, unless the exercised rights are adjusted according to the exercise adjustment condition, at an exercise price of Baht 1.05 per share, unless the exercised prices are adjusted according to the exercise adjustment condition. Warrant holders can exercise their rights to purchase the company’s ordinary shares on the last business day of every quarter throughout 5 years from the issuance date. As of September 30, 2011, the shareholders had paid for the warrants of 374,392,632 units totaling Baht 18,719,631.60. As at December 31, 2011 none of the above allotted warrants have been exercised as exercise price is higher than fair price of the common share. Details of the allotment of warrants (BROOK-W4) to the Company’s directors in 2011 33 Number of Warrants Name Position BROOK-W4 1. Dr Narongchai Akrasanee Independent Director Chairman of the Board of Directors 2. Mr Chan Bulakul Vice Chairman Chairman of the Executive Committee Chief Executive Officer Authorized Director Member of the Nominating Committee Chairman of the Risk Management Committee Chairman of the Investment Committee 3. Mr Phongchai Sethiwan Authorized Director Member of the Nominating Committee Member of the Risk Management Committee 4. Mr Robert William McMillen Member of the Executive Committee Authorized Director 5. Dr Peter Weldon Independent Director Chairman of the Audit Committee Member of the Compensation Committee 6. Mr Chaipatr Srivisarvacha Independent Director Member of the Audit Committee Balance of Warrants As at 31 Dec 2012 750,000 750,000 25,298,731 25,298,731 425,000 425,000 512,300 -0- 350,000 350,000 -0- -0-
Annual Report 2012 The Brooker Group Public Co Ltd Number of Warrants Name Position BROOK-W4 Member of the Compensation Committee 7. Mrs Punnee Worawuthichongsathit Independent Director Member of the Audit Committee Chairwoman of the Nominating Committee Chairwoman of the Compensation Committee 8. Mr Anake Kamolnate Member of the Executive Committee Authorized Director Member of the Risk Management Committee Member of the Investment Committee Company Secretary 9. Mr Kirin Narula Director Member of the Nominating Committee Member of the Risk Management Committee 10. Mr Varut Bulakul* Director Member of the Executive Committee Member of the Nominating Committee Member of the Compensation Committee Member of the Investment Committee Balance of Warrants As at 31 Dec 2012 50,000 50,000 768,455 768,455 7,725,000 7,725,000 - 11,285,892 *He has been appointed as a director from the Extraordinary General Meeting of Shareholders which was held on 24 May 2012 Changes in securities holding of the Directors were as follows: Number of Shares Held Increase/ Name Position 31 Dec 11 31 Dec 12 (Decrease) 1. Dr Narongchai Akrasanee Independent Director Chairman of the Board of Directors 2. Mr Chan Bulakul Vice Chairman Chairman of the Executive Committee Chief Executive Officer Authorized Director Chairman of the Risk Management Committee Chairman of the Investment Committee 3. Mr Phongchai Sethiwan Authorized Director Member of the Nominating Committee Member of the Risk Management Committee 4. Mr Robert William McMillen Member of the Executive Committee Authorized Director 5. Dr Peter Weldon Independent Director Chairman of the Audit Committee Member of the Compensation Committee 6. Mr Chaipatr Srivisarvacha Independent Director Member of the Audit Committee Member of the Compensation Committee 7. Mrs Punnee Worawuthichongsathit Independent Director Member of the Audit Committee Chairwoman of the Nominating Committee Chairwoman of the Compensation Committee 1,500,000 1,500,000 -0- 50,597,462 50,597,462 -0- 850,000 850,000 -0- 1,000,000 -0- (1,000,000) 700,000 700,000 -0- -0- -0- -0- 100,000 100,000 -0- 34
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26th Floor, The Trendy Building, 10
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BROOKER ANNUAL REPORT 2012

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