Increasing Capital Subject : Specifying the purpose of utilizing proceeds Date of Board resolution : 15-Feb-2013 Details of allotment (Update) Allocated to : Existing shareholders Type of allocated securities : Common shares Number of allotted shares (shares) : 85,000,000 Ratio (Old : New) : 1 : 1 Subscription price (baht per share) : 4.00 Subscription period : From 02-Jul-2013 to 08-Jul-2013 Record date for the right to subscribe : 14-Mar-2013 additional shares Book closing date for collecting : 15-Mar-2013 shareholders names under Section 225 of the Securities and Exchange Act Ex-rights date : 12-Mar-2013 Allocated to : Reserved shares for the exercise of convertible securities Type of allocated securities : Common shares Number of allotted shares (shares) : 89,250,000 (Update) Number of additional common shares : 174,250,000 (shares) Total of additional shares (shares) : 174,250,000 Par value (baht per share) : 1.00 ______________________________________________________________________ Issued Convertible Securities Subject : Issued convertible securities Date of Board resolution : 15-Feb-2013 Allocated to : Existing common shareholders Type of allocated securities : Warrants Number of allotted securities : 85,000,000 (units) Reserved shares for the exercise of : Common shares convertible securities Number of additional shares (shares) : 85,000,000 Ratio (Existing shares : Convertible : 1 : 1 securities) Record date for the right to receive : 14-Mar-2013 convertible securities Book closing date for collecting : 15-Mar-2013 shareholders names under Section 225 of the Securities and Exchange Act Ex-rights date : 12-Mar-2013 Offering price (baht per unit) : 0.00 Description of warrants Name of warrant : Warrants to purchase the ordinary shares of Nation International Edutainment Public Company Limited Exercise ratio (warrant : share) : 1 : 1 Exercise price (baht per share) : 4.00 Term of warrants : 5 years from the issuing date of the warrants Allocated to : Employee Stock Option Program (ESOP) Type of allocated securities : Warrants Number of allotted securities : 4,250,000 (units) Reserved shares for the exercise of : Common shares convertible securities Number of additional shares (shares) : 4,250,000 Offering price (baht per unit) : 0.00 Description of warrants Name of warrant : Warrant to the Directors, Management and/or Employees of Nation International Edutainment Public Company Limited and/or its subsidiaries Exercise ratio (warrant : share) : 1 : 1 Exercise price (baht per share) : 4.00 Term of warrants : 5 years from the issuing date of the warrants ______________________________________________________________________ Dividend consideration Subject : Cash dividend payment Date of Board resolution : 15-Feb-2013 Type of dividend payment : Cash dividend payment Record date for the right to receive : 14-Mar-2013 dividends Book closing date for collecting : 15-Mar-2013 shareholders names under Section 225 of the Securities and Exchange Act Ex-dividend date : 12-Mar-2013 Payment for : Common shareholders Cash dividend payment (baht per share) : 0.15 Par value (baht) : 1.00 Payment date : 20-May-2013 Paid from : Operating period from 01-Jan-2012 to 31-Dec-2012 and retained Earnings ______________________________________________________________________ Meeting schedule of securities holders Subject : Schedule of Annual General Meeting of Shareholders Date of Board resolution : 15-Feb-2013 Meeting date : 23-Apr-2013 Beginning time of meeting (h:mm) : 14 : 00 Record date for the right to attend the : 14-Mar-2013 meeting Book closing date for collecting holders : 15-Mar-2013 names under Section 225 of the Securities and Exchange Act Ex-meeting date : 12-Mar-2013 Significant agenda item : - Dividend payment - Capital increase - Changing the director(s) Venue of the meeting : at the Conference Room A, 27th Floor, TCIF Tower, 1858/118-119 Bangna-Trad Road, Bangna Sub-district, Bangna District, Bangkok 10260 Remark (Update) : The agenda for the 2013 Annual General Meeting of Shareholders would be as follows: 1. To acknowledge the minutes of the 2012 Annual General Meeting of Shareholder held on April 24, 2012 2. To consider and approve the Company's operating results and the Board of Directors' report for the year 2012 3. To consider and approve the Company's audited Balance Sheet and Profit and Loss statements for the year ended December 31, 2012 4. To consider and approve the dividend payment from the Company's operation for the financial year ending December 31, 2012 and Retained Earnings 5. To consider and approve the election of directors to replace those who completed the terms 6. To consider the remuneration of directors for the year 2013 7. To consider and approve the appointment of Company's auditors and the determination of audit fee for the year 2013 8. To consider and approve the issuance and offering of the warrants to purchase ordinary shares of the Company in the amount of not exceeding 85,000,000 units to the existing shareholders of the Company who subscribe for newly issued ordinary shares offered to existing shareholders in proportion to their shareholdings (Right Offering) 9. To consider and approve the issuance and offering of the warrants to purchase ordinary shares of the Company in the amount of not exceeding 4,250,000 units to directors, executives, and/or employees of the Company and/or its subsidiaries 10. To consider and approve the increase of the Company's registered capital in the amount of Baht 174,250,000 from the current registered capital of Baht 85,000,000 to the new registered capital of Baht 259,250,000 by issuing 174,250,000 newly issued ordinary shares at par value of Baht 1 per share, and to consider and approve the amendment to Article 4 of the Company's Memorandum of Association to reflect the increase of the Company's registered capital 11. To consider and approve an allocation of the newly issued shares of the Company 12. Any other matters (if any) ______________________________________________________________________ This announcement was prepared and disseminated by listed company or issuer through the electronic system which is provided for the purpose of dissemination of the information and related documents of listed company or issuer to the Stock Exchange of Thailand only. 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