SET Announcements

Sor.Kor. 737/2008 December 18, 2008 Subject : Payment of the interim dividend and set Date of the Extraordinary Meeting of Shareholders No.1/2009 To : Managing and Director, The Stock Exchange of Thailand The Board of Directors's meeting No.12/2008 held on Thursday, December 18,2008 has passed resolution to set date of the Extraordinary meeting of shareholders No.1/2009 should be held on Thursday, January 22,2008 from 9.00 a.m. at the meeting room,2nd floor,Sikarin Hospital which located at 4/29 moo 10 Srinakarin Road, Bangna District ,Bangkok. The agendas for the meeting are as follows : Agenda 1. Comments from the Chairman, Agenda 2: To consider and approve the Minutes of the Extraordinary Meeting of Shareholders No. 1/2008 Facts and reasons: The Extraordinary Meeting of Shareholders No. 1/2008 was held on Thursday, October 9, 2008, shown in the minutes of the meeting sent to shareholders along with the notification of this meeting. Board's opinions: The Board feels appropriate to put forward the minutes to shareholders for their approval. Agenda 3. To consider and approve the payment of the interim dividend Facts and reasons : According to reduction of both the registered share capital of 140,000,000 shares and the paid-up capital of 100,000,000 shares by decreasing the par value of such shares from Baht 10.00.- to Baht 6.50 apiece ( the number of shares remains unchanged) ,The company could reconcile the amount excessive reduction and premium on share capital with the totally accumulated loss. By doing so,the company could pay dividend to shareholders from the unappropiated retained earnings as Y2008. Board's opinions: The Board feels appropriate to put forward to shareholders approve the payment of the interim dividend from the unappropiated retained earnings as of 16 February 2009, at the rate of Baht.0.50-per share to the shareholders of the company. Agenda 4. To consider and approve Sikarin Public Co., Ltd.'s amendment clause 4 and additional clause 25 in the Memorandum of Association Facts and reasons: For benefit of shareholders , influent in operation and Finally,in line with the Securities and Exchange Act referred in the interim dividend payment and the shares repurchase program. Board's opinions: The Board feels appropriate to put forward to shareholders this proposal to amend clause 4 and add clause 25 The Amendment of Section 4 and Additional 25 in the Memorandum of Association as follows: Current version Clause 4 : "The company may not acquire its own shares" Amend version Clause 4 : The company may not acquire its own shares or take them in except for the following cases : (1) To purchase the share from dissenting shareholders voting against the resolution of shareholders' meeting on the amendment to the Articles of Association regarding the voting the rights and the rights to receive dividend viewing that such resolution is unfair . (2) To purchase the shares for financial management purposes while having the retained earning and excess liquidity and such share repurchase not leading to the Company's financial problem . The repurchased shares shall not be included when counting the quorum of the shareholders'meeting and shall not be entitled to voting rights and the rights to receive dividend . The repurchased shares must be resolve within timeframe as prescribed by Laws . In the case the Company dose not or is unable to dispose the repurchased shares within the timeframe , the Company will reduce its Capital by write off the remaining unsold repurchased shares Additional Clause 25 : Dividends shall not be paid other than out of profits. In the case where the company still has an accumulated loss, no dividends shall be paid Unless otherwise provided by the articles of association regarding preference shares, dividends shall be distributed according to the number of shares, with each share receiving an equal amount and payment of dividends shall be approved by the meeting of shareholders. Where permitted by the articles of association of the company, the board of directors may from time to time pay to the shareholders such interim dividends if the board estimates that the profits of the company justify such payment. After the dividends have been paid, such dividend payment shall be reported to the shareholders at the next meeting of shareholders. Payment of dividends shall be made within one month as from the date of resolution of the meeting of shareholders or the meeting of the board of directors, as the case may be and the shareholders shall be notified in writing of such payment of dividends, and the notice shall also be published in a newspaper. Agenda 5. Others (if any) The shareholders register book for the right to receive for extraordinary general meeting of shareholders NO. 1/2009 shall be recorded on January 5, 2009 Also, January 6 , 2009 shall be the book closing date on which the shareholders list as specified in section 225 of the Securities and Exchange Act shall be complied. The interim dividend payment will be paid on Monday, February 16,2009 Please notify to investor. Yours faithfully, (Mr.Somphol Wongurai) Director