Comments and questions from the shareholders. 1. Was it possible ...

Comments and questions from the shareholders.1. Was it possible for the Company to solve the problems, minimize the damagesand remain in business and a listed Company in The Stock Exchange of Thailand (SET)?2. The Company should have called a meeting to find solutions between the majorand minor shareholders. Priority should be given to the rehabilitation of the businessbefore the decision to delist and appoint an Independent Financial Advisor (IFA).Otherwise the Company should be liquidated and the shareholders, major and minor,should be given the balance of the stock value in the same proportion?3. Once delisted from SET, the Company would not be obliged to report theoperation results. The minor shareholders would then be unable to check the Company’sperformance. Therefore, the delisting of the shares and the extraordinary shareholders’meeting on September 4, 2007 should be postponed, pending a thoroughly consideredrehabilitation process of the Company’s business.4. Some listed companies with thousand million Baht registered capital whoseoperations have been adversely affected and went into rehabilitation processes, eg. ahospital came back strongly and its share prices eventually rose. Was it possible for UnionFootwear Public Company Limited (UF) to not delist the shares, seek another talk withNIKE and solve the 5 major obstacles of the Company?5. Saha-Union Public Company Limited (SUC) offered to buy shares at the lowestprices in a crisis. Was it possible to buy UF’s shares above Baht 3.29 a share so the minorshareholders were least damaged? In period of good business UF sell through SUC andSUC get the commission.6. According to page 84 of the Company’s statement of accounts, cash in handshowed a positive balance against the negative balance last year. The Company alsoinvested in additional fixed assets at Baht 58 million. Did this mean that the Company’sperformance had been improving? What would be the quarterly loss if the Companyremained in business?7. In previous three meetings, the Company reported only the plus sides of thebusiness. It was hard to believe that the Company suffered a sudden downward turn andthe executive could not solve the problem. The management therefore should resign.8. The heart of all business was negotiation. Was it possible to find anotherprofessional executives to negotiate for another business opportunity?9. What would happen if the minor shareholders objected to the delisting proposal?Comments and proposals from the shareholdersThe conservative evaluation of the Company’s assets could lead minor shareholderswithout proper accounting knowledge to see a high lost of the Company. Was it possibleto consider the “Back Door Listing” of the Company’s assets?1/3

Answers1. All businesses had to look for potential and future trends. The footwear businesswas labour intensive and there were indications that greater future losses wereunavoidable.2. There were 2 alternatives for the delisting from SET.a) voluntary delisting by submitting the tender offer.b) delisted by SET. The Company would then be moved under therehabilitation process.The Company therefore asked SUC, as its major shareholder, to buy backthe shares at a fair price recommended by IFA at Baht 3.29 per share. It was up to theshareholders to sell or not to sell their shares. The IFA evaluated the asset prices on theground of business, obligations and surrounding conditions. The Company wouldendeavour to get the best possible prices for the sales of assets. Shareholders, major andminor, would get their identical fare and proportionate benefits.The Company would hold a shareholders’ meeting on 4 September 2007.The shareholders would be free to vote their opinions.3. The Company discontinued the footwear business following the considerationthat the return not justify the investments. IFA was employed only to study/recommendthe share-buying price.4. The hospital operation is the service business contrary to our labour intensivebusiness. The Company’s return did not justify the investments and indicated theunfavorable tendency of the business. The Company then decided to phase-out itsbusiness but did not dissolve and liquidate.Footwear business was suitable for developing countries with low wages. Thesituation not identical to countries like Korea and Taiwan which switched from footwear toother businesses with better future.’5. The Company never intended to conceal the general business information fromits shareholders except for the ones that would affect the Company’s business. Allshareholders were free, at all time, to ask for available informations from the Company.SUC as the licensee operate business the same as other normal general trading.6. The cash flow statements did not include changes in the assets and liabilities ofthe Company’s operation. Sales were Baht 567 million against Baht 551 million cost ofsales. A clear indication that the Company was suffering a loss.7. Businesses had their life cycle and specific situation. The Company sufferedlosses for the past 2-3 years despite the concerned effort from both management andBoard of Directors to rectify the problems. All competitiveness in the world market wasweaken by the strengthening of the Baht at 20% in the last 2 years against 7-8% of ourneighboring countries.The Company registered greater losses despite the higher sales volume and betterproduction efficiency from new machineries investment last year.8. As a result, the Company was unable to pay dividends for 2 consecutive years.The future was unpromising. It would also take time to seek new business opportunity.2/3

9. The suspending of the business would be considered delisting from SET. Thefollowing 2 alternatives for the delisting from SET are :1. Voluntary delisting from SETThe Shareholder has the right to make decision whether to accept the offering priceand accept or reject delisting by the vote of the shareholders having the voting right, ofnot less than three-fourths for the total issued shares of the listed and the shares held bythe shareholder of the listed Company who objected to the delisting shall not exceed 10percent of the total issued shares of the listed Company.2. The unsuccessful rehabilitation would be delisted by SET.The Stock Exchange of Thailand (SET) may consider to delist the ordinary shares ofthe listed company if the Company was unsuccessfully rehabilitation its business SET mayorder a temporary suspension of the trading by posting an SP (suspension) sign on theBoard.Listed Company should prepare the delisting rehabilitation plan and appoint afinancial advisor to participate in the preparation of the delisting rehabilitation plan andsubmit such rehabilitation plan to SET. The Company must hold a shareholder’s meeting toseek approval on the delisting rehabilitation plan and report to SET every 3 months on theprogress of the implementation under the rehabilitation plan.3/3