Ref : WORK 015/2007 20 November 2007 Subject : Notification of the Resolutions passed by the Board of Directors' Meeting No. 5/2007 To : President, the Stock Exchange of Thailand Enclosure : Attachment 1 : The Scheme for Allocation of Warrants of Workpoint Entertainment Public Company Limited to be offered to Directors and/or Employees of the Company and its subsidiaries ("the ESOP Scheme") Workpoint Entertainment Public Company Limited ("the Company") would like to notify the resolutions passed by the Board of Directors' meeting No. 5/2007 on 20 November 2007 at 15.00 hrs. as follows:- 1. Approved the Board of Directors' Meeting No. 4/2007 on 13th November 2007 2. Approved the issuance of free warrants for up to 10,800,000 units or 5.40 percent of paid-up capital with the offering price at Baht 0 per unit and the exercise price equivalent to the weighted average price of the Company's shares traded on the Stock Exchange of Thailand during 10 business days prior to the date of issue and offering of the ESOP warrants to Directors and/or Employees of the Company and its subsidiaries of not exceeding 35 persons for being incentives provided to Directors and/or Employees. The Company's Board of Directors shall proceed to seek for approval of the shareholders' meeting and permission of relevant regulatory bodies. Provided that the Board of Directors are authorized to determine and/or amend the rules, conditions and other particulars in relation to the issue and offering of the ESOP warrants and to proceed in accordance with relevant laws and regulations. The issue and offering date will be determined after the Office of the SEC grants approval of the ESOP Scheme. 3. Approved the increasing of registered capital for 10,800,000 Baht from 200,000,000 Baht to be 210,800,000 Baht divided into 210,800,000 common shares. Additional 10,800,000 common shares would be issued at the par value of 1 Baht to sustain the shares option exercise of Directors and/or Employees (ESOP Scheme). 4. Approved the amendment of The Clause No. 4 of Memorandum of Association in accordance with the new registered capital. 5. Determined the date of Extraordinary General Meeting No. 1/2007 on 25 December, 2007 at 14.00 hrs. at the function hall of Workpoint Studio located on 99 Moo 2, Tambol Bangpoon, Amphor Mueang Pathum Thani 12000 for consideration of following agendas:- Agenda 1 Consideration and certification of Annual General Meeting No. 1/2007 on 2nd April 2007. Agenda 2 Consideration and approval of the issuance of warrants for up to 10,800,000 units to Directors and/or Employees (ESOP Scheme). Agenda 3 Consideration and approval of the increasing of registered capital and the allocation of new issued common shares to sustain the shares option exercise of Directors and/or Employees (ESOP Scheme). Agenda 4 Consideration and approval amendment to the Memorandum of Association, Clause No. 4 of the Company to be consistent with the increasing registered capital. Agenda 5 Consideration and approval of the allocation of warrants exceeding 5% of the warrants issued under ESOP Scheme to each of the following directors and employees of the Company: Directors / Employees Number of Percent of Allocated Total Warrants Warrants (Units) 1.Mr.Phanich Sodsee 800,000 7.41% 2.Mr.Nuwat Chanbumrung 800,000 7.41% 3.Mr.Kanchit Kawachat 800,000 7.41% 4.Ms. Malee Panpochara 800,000 7.41% 5.Mrs. Benjamas Chanpum 800,000 7.41% 6.Mrs Vichanee Srisawadi 800,000 7.41% 7.Mr.Soros Srirat 800,000 7.41% 8.Mr. Rungtham Pumseenil 800,000 7.41% 9.Mr.Chayan Chantawongsatorn 800,000 7.41% Agenda 6 Consideration of other matters (if any) 6. Determined the closing date of shareholders register for identifying the Shareholders who have the right of attendance on 6th December, 2007 at 12.00 hrs. until the Extraordinary General Meeting No. 1/2007 finished. Please be informed accordingly. Yours sincerely, (Mr. Kanchit Kawachat) Executive Vice President Finance Workpoint Entertainment Public Company Limited Attachment 1 Workpoint Entertainment Public Company Limited Attachment 1: The Scheme for Allocation of Warrants of the Company to be offered to Directors and/or Employees of the Company and its subsidiaries ("the ESOP Scheme") Objectives of Allocation of Warrants to be offered to Directors and/or 1. Employees of the Company and its subsidiaries 1.1. Workpoint Entertainment Public Company Limited ("the Company") creates and operates the contents for television program productions, publications, animations, movies and sound recording businesses offering knowledge and entertainment. Its business operations require experts in creativity of contents and other relevant operations that is crucial to the success of the businesses. Hence, such human resources are the important part of the future growth of the Company. 1.2. Up to 10,800,000 warrants will be issued and offered under the ESOP Scheme. The Company will apply for the approval of this ESOP to the Office of the Securities and Exchange Commission ("the Office of the SEC") in the near future. 1.3. The main objective of the ESOP Scheme is to motivate the Company's and its subsidiaries' directors and employees to perform their duty to the highest potential and standard, thereby resulting in the greatest benefits to the Company. Furthermore, the Company's directors and employees are expected to share the spirit of ownership in the Company's business, thereby implanting their loyalty to work with the Company in the long term. Under the terms of the ESOP, the ESOP warrants will become mature in 4 years and a warrant holder must work for the Company as a director or employee on the date that the warrant holder exercises the allocated warrants. Indicative features of the ESOP warrants to be offered to Directors and/or 2. Employees of the Company and its subsidiaries Type Warrants in the form of named certificates for purchasing the ordinary shares of Workpoint Entertainment Public Company Limited Offering Number Up to 10,800,000 warrants Offering Price per Unit Baht 0 (Zero Baht) Offering Period Within 1 year after the Office of the SEC grants approval Term 4 years from the date on which the warrants are issued and offered Number of Ordinary Up to 10,800,000 ordinary shares at a par value of Reserved Shares for Baht 1 each. This is equal to 5.4 percent of all the Exercise of Warrants Company's issued 200,000,000 shares Offering Method Offering to the directors and/or the employees of the Company and its subsidiaries not exceeding 35 persons according to the rules, conditions and procedures set out in Clause 4. In the previous 12 months no securities of the Company were issued and offered. Exercise Ratio 1 warrant to 1 ordinary share (The ratio may be changed from time to time in accordance with the adjustment of rights). Exercise Price The exercise price is referred to the weighted average price of the Company's shares traded on the Stock Exchange of Thailand during 10 business days prior to the date of issue and offering of the ESOP warrants. Issue and Offering The Board of Directors will determine the issue Date and offering date after the Office of the SEC approves the ESOP Scheme. Exercise Date The warrants are exercisable on the last business day of each month throughout the term of the warrants. However, the final exercise date is the date falling 15 business days before the maturity date of the warrants. Exercise Period Notice of exercise must be given from 8.30 to 15.30 on the date falling 5 business days before each exercise date. However, the last notice of exercise must be given on the date falling 15 business days before the final exercise date. Exercise Restrictions Up to 30 percent of all allocated warrants are exercisable after the date falling 12 months after the issue and offering date Up to an additional 30 percent of all allocated warrants are exercisable after the date falling 24 months after the issue and offering date The remainder of unexercised warrants are exercisable without restrictions after the 36 months after the issue and offering date Exercise Right to The warrant holder may exercise the right to Purchase the Ordinary purchase the Company's ordinary shares to which Shares he or she is entitled, in full or in part, from time to time. However, a minimum number of shares to be purchased at each time must be equal to a board lot of shares traded on the Stock Exchange of Thailand (SET). A waiver is granted in case of the last purchase of shares. If any director or employee fails to exercise the right to purchase the Company's shares to which he or she is entitled, in full or in part, and the unexercised warrants become mature, the director or employee's right to purchase the unexercised warrants will be considered as having been waived. In this event, he or she has no right of claim against the Company. Transfer Restrictions Warrants are non-transferable. Secondary Market of No warrants will be listed on the SET Warrants Secondary Market of The ordinary shares arising from the exercise of Reserved Ordinary warrants will be listed on the SET. The new Shares arising from ordinary shares under this ESOP rank pari passu the Exercise Warrants in terms of their rights and status with all other shares of the Company previously issued. Cancellation of All ESOP warrants unallocated or unexercised will Warrants be cancelled by the Company within 4 years after the warrants are initially issued and offered. Taxes Every director or employee for these warrants is liable to personal income tax payment on the basis of the profits arising in each month that he or she exercises the warrants. This tax is payable immediately after the warrants are exercised and the shares are allocated. Price Dilution Since the Exercise Price of the Warrants is the weighted average price of the Company's shares traded on the Stock Exchange of Thailand during 10 business days prior to the date of issue and offering of the ESOP warrants. Therefore, the issue and offering of the warrants this time will not affect the market price of the Company shares. Control Dilution If the 10,800,000 warrants are exercised, the profit sharing and voting rights of the existing shareholders will be diluted by 5.12 percent of the existing profit sharing and voting rights and 5.12 percent of all Company's current issued shares. Rules, conditions and procedures for the allocation of ESOP warrants 3. 3.1. The qualification of directors and employees eligible for the ESOP warrants A person eligible for the ESOP warrants must be a director or employee of the Company and/or its subsidiaries on the date which the warrants are issued and offered. 3.2. Procedures of warrants' allocation 3.2.1 The Board of Directors of the Company shall prescribe (i) the names of the directors and employees of the Company and its subsidiaries eligible for the ESOP warrants and (ii) number of warrants to be allocated to each of them. The total number of persons being allotted the warrants shall not exceed 35 persons. 3.2.2 The eligibility criteria include the following qualifications of the directors and employees: work potentials, past performance, level of wages, job position and service term. A number of warrants to be allocated may vary depending on each person's eligibility. 3.2.3 If more than five per cent of all of the ESOP warrants which are issued and offered are to be allocated to any employee, prior approval of the shareholders' meeting is required. 3.3. Conditions of Exercise Only directors and employees holding the Company's and/or its subsidiaries' employment status and not in probation under the company's regulation on the exercise date are eligible to exercise the ESOP warrants, unless otherwise approved by the Board of Directors. List of all directors eligible for the ESOP warrants and employees eligible 4. for more than five per cent of all the ESOP warrants Name Position Number of % of allotted allotted to warrants total project 1.Mr.Panich Sodsee Executive Vice 800,000 7.41 President Production 2.Mr.Nuwat Executive Vice 800,000 7.41 Chanbumrung President Marketing 3.Mr.Kanchit Kawachat Executive Vice 800,000 7.41 President Finance & Business Development 4.Ms.Malee Panpochara Executive Vice 800,000 7.41 President Operation 5.Mrs.Benjamas Vice President 800,000 7.41 Chanpum Accounting & Finance 6.Mrs.Vichanee Srisawadi Vice President 800,000 7.41 Sales Department 7.Mr.Soros Srirat Vice President 800,000 7.41 Art & Design 8.Mr.Rungtham Vice President 800,000 7.41 Pumseenil Production 1 9.Mr.Chayan Vice President 800,000 7.41 Chantawongsatorn Production 2 The Board of Directors of the Company shall prescribe (i) the names of the directors and employees of the Company and its subsidiaries eligible for the ESOP warrants and (ii) number of warrants to be allocated to each of them. Opinion of the Remuneration Committee : The remuneration committee consists of 1 ) Mr.Phanya Nirunkul 2) Mr.Prapas Cholsaranon and 3) Mr.Pansingh Kamasunthon which no warrant allotted to each remuneration committee member in this occasion. The Remuneration Committee have considered the reasons, necessity and benefits to be derived by the Company from the allotment of ESOP warrants in the amount exceeding 5% of the amount of the warrants issued in this occasion to each of directors and employees of the Company and its subsidiaries as the following: Name Position Number of Reasons, Abilities years with and Benefits to the the company company - As a senior Mr.Panich Executive 16 Years 8 Sodsee Vice President Months executive Production management for production department. - His responsibility is included innovation, production and monitoring the TV and movie contents. - As a member of management team to create vision, strategy and policy for workpoint and subsidiary companies. - As a key person for the success of the company. - As a senior 2.Mr.Nuwat Executive 9 Years 4 Chanbumrung Vice President Months executive Marketing management for marketing department. - His responsibility for developing the marketing policy, directing the broadcasting TV channel for workpoint and subsidiary companies. - As a member of management team to create vision, strategy and policy for workpoint and subsidiary companies. - As a key person for the success of the company. Name Position Number of Reasons, Abilities years with and Benefits to the the company company - As a senior 3.Mr.Kanchit Executive Vice 2 Years 8 Kawachat President Months executive Finance & management Business for Finance & Development Accounting and Business development department for workpoint and subsidiary companies. - His responsibility is included developing the finance & (more)