accounting policy. Planning and monitoring the overall investment of workpoint and subsidiary companies. - His responsibility is also included expanding the - As a senior 4.Ms.Malee Executive Vice 17 years 2 Panpochara President Months executive Operation management for Human Resource and all Operation departments 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 5.Mrs.Benjamas Vice President 17 Years 1 an Chanpum Accounting & Months executive Finance management for Finance and accounting department for workpoint and subsidiary companies. - Her responsibility is included planning and supervising the Finance and Accounting department. - As a member of management team to create vision, strategy and policy for workpoint and subsidiary companies. - As 6.Mrs.Vichanee Vice President 13 Years 7 an Srisawadi Sales Months executive Department management of Selling department. - Her responsibility is included planning and supervising the selling the advertising for all contents of 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 7.Mr.Soros Srirat Vice President 17 Years 11 Art & Design Months executive management of Art and design department for workpoint and subsidiary companies. - His responsibility is in the area of designing and directing art in all content of workpoint and subsidiary companies such as TV's programs, movies, live shows, concerts and etc. - As a member of management team to create - As 8.Mr.Rungtham Vice President 12 Years 8 an Pumseenil Production 1 Months executive management for production department. - His responsibility is in the area of creating and producing the workpoint 's TV programs such as Fan Pan Tae, Todsagun Yong Tub, Todsagun Kids Game, One night Genius and etc. - As a member of management team to create vision, strategy and policy for workpoint and Name Position Number of Reasons, Abilities years with and Benefits to the the company company - As an 9.Mr.Chayan Vice 6 Years 9 Chantawongsatorn President Months executive Production 2 management for production department. - His responsibility is in the area of creating and producing the workpoint 's TV programs such as Ching Roi Ching Ran, Oh my god, Sitcom series "Rak tong som" and etc. - As a member of management team to create vision, strategy and policy for workpoint The employees mentioned above have not received benefits from the offer of warrants for sale at this time, since the exercise price is equal to the average market price of the shares of the Company applied on the Stock Exchange of Thailand (the SET) for the period of 10 working days prior to the date of issue and offering of the ESOP warrants. The attendance records of the meeting of the Director who shall be allotted the Warrants more than 5 % during 1 January 2006-31 October 2007 which 10 Board of Directors Meeting had been held are as follows: Name Frequency of Frequency of Attendance Absence 1.Mr.Panich Sodsee 9 1 2.Mr.Nuwat 9 1 Chanbumrung 3.Mr.Kanchit Kawachat 10 - 4.Ms.Malee Panpochara 9 1 5.Mrs.Benjamas 10 - Chanpum The Compensation Committee therefore approved the allocation of ESOP warrants to those 9 executives and recommended that it is crucial and beneficial to the Company. The proposed allocation of ESOP warrants will be able to motivate key executives to deliver their best performance, resulting in highest benefits to the Company and shareholder's wealth. The Compensation Committee will consequently propose its opinion to the company's Board of Directors and shareholder meeting for their consideration and approval. Opinion of the Board of Directors: In respect to allocation of warrants to above directors and employees, the Board of Directors had the opinion in consistence with the opinion of the Compensation Committee in all aspects. Type and condition of certificate of warrants 5. 5.1. The ESOP warrants to be issued and offered to the directors and/or shareholders of the Company are subject to the rules and conditions set out in the SEC Notification No. Gor Jor 36/2544 Re: Offering of new securities to the company's directors and employees dated 19 October 2001. 5.2. Each warrant holder is liable to tax payment under the Revenue Code or other applicable laws concerning the exercise of warrants to purchase ordinary shares. 5.3. If any warrants remain unexercised after the last exercise date, they will become invalidated and non-exercisable at the next time. Shareholders' right of objection of the issue and allocation of the warrants 6. to directors and shareholders of the Company under the SEC Notification No.36/2544 dated 19 October 2001 6.1. As set out in clause 14 of the SEC Notification No.36/2544 dated 19 October 2001, the issue and offer of the ESOP warrants requires approval from the shareholders' meeting by at least three-quarters of total votes cast by the shareholders present and eligible to vote, and no more than 10 % of the total number votes held by the shareholders who are present at the meeting and entitled to vote objects the issue and offer of the ESOP Scheme. 6.2. As set out in clause 15(2) of the SEC Notification No.36/2544, a resolution of the shareholders' meeting is required on a case-by-case basis if more than five per cent of all ESOP warrants are to be allocated to any director or employee. This resolution must be affirmed by at least three-quarters of total votes cast by the shareholders present and eligible to vote, and no more than 5 % of the total number votes held by the shareholders who are present at the meeting and entitled to vote objects the issue and offer of the ESOP Scheme. Financial support from the Company in arranging for funds for directors 7. and employees The Company has no policy to provide financial support to its directors and employees under this ESOP. However, the Company is willing to assist the directors and employees in negotiating with financial institutions at the time that the allocated warrants are to be exercised. Policy on the unallocated warrants 8. If any ESOP warrants are left from the allocation, the Board of Directors of the Company and/or any other persons designated by the Board of Directors of the Company shall have the sole discretion to re-allocate them further to any employees, as it thinks fit, within one year after the Office of the SEC grants approval to that effect. In any circumstances, prior approval from the shareholders' meeting is required if more than five per cent of all warrants issued at that ESOP is to be allocated to any director or employee. Effects on the shareholders 9. 9.1. 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. However, effects upon price dilution due to the exercise of rights to purchase shares by directors and employees at executive level will be subject to the market price of the Company's shares on the day that new shares from the exercise of rights by directors and employees at executive level start trading on the Stock Exchange of Thailand. 9.2. 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 per cent of the existing profit sharing and voting rights and 5.12 per cent of all Company's current issued shares. Other Conditions 10. In relation to the issue and offering of the ESOP warrants, 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. Adjustment of Rights 11. Adjustment of Exercise Price and Exercise Ratio of the ESOP warrants are the following : The Company will make an adjustment of the Exercise Price and Exercise Ratio under the following circumstances in order to protect the warrant holders' interests from dilution effects under such circumstances. 11.1. In case where the Company changes the par value of the Company's ordinary shares in the effects of the consolidations or splits of the Company's ordinary shares, the adjustment of the Exercise Price and Exercise Ratio will be immediately effective as of the date of the registration of such changes in the par value of the Company's ordinary shares with the Ministry of Commerce. (a) Exercise Price will be adjusted according to the following calculation : Price 1 = Price 0 x [Par 1] [Par 0] (b) Exercise Ratio will be adjusted according to the following calculation : Ratio 1 = Ratio 0 x [Par 0] [Par 1] where as ; Price 1 : New Exercise Price after the adjustment Price 0 : Existing Exercise Price prior to the adjustment Ratio 1 : New Exercise Ratio after the adjustment Ratio 0 : Existing Exercise Ratio prior to the adjustment Par 1 : Par value of the Company's ordinary shares after the adjusment Par 0 : Par value of the Company's ordinary shares prior to the adjusment 11.2. In case where the Company issues and offers its new ordinary shares to its existing shareholders and/or other individuals, and the offering price per share of its newly issued ordinary shares is less than the "market price of the Company's ordinary shares", or if the Company's shares have no market price, the Board of Directors of the Company will determine the fair value of its shares in order to calculate the adjustment of the Exercise Price and Exercise Ratio. The adjustment of Exercise Price and Exercise Ratio will be immediately effective as of the first day that the warrant holders will not have the right to subscribe to the Company's newly issued ordinary shares (the first day the SET posts the XR trading sign) in case that the offering is for the existing shareholders (Right Offering), or the first day that the Company offers its newly issued ordinary shares to the general public in case that the offering is for the general public (Public Offering), or the first day that the specified investors or the institutional investors disburse for the Company's newly issued ordinary shares in case that the offering is for the specified investors or the institutional investors (Private Placement), in accordance with the relevant rules specified in Thailand Securities and Exchange Act, the relevant regulations of the Securities and Exchange Commission or the relevant regulations of the Office of SEC. "Price per share of the newly issued ordinary shares" is calculated by the total proceeds the Company will receive from the offering of its newly issued ordinary shares net of any expenses due to the offering of such shares divided by the total number of such shares. (more)