Dividend Payment and set date of AGM No.31st
Sor.Kor. 122/2009
March 6, 2009
Subject : Notification of the Resolutions of BOD's meeting and set date of the
AGM No.31st
To : Managing and Director,
The Stock Exchange of Thailand
The Board of Directors's meeting No.3/2009 held on Thursday, March 5,2009 has
passed
resolution to set date of the Annual general meeting of shareholders No.31st
should be held on
Thursday, April 23,2009 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. 1/2009
Facts and reasons: The Extraordinary Meeting of Shareholders No. 1/2009 was
held on
Thursday, January 22, 2009, shown in the minutes of the meeting sent to
shareholders along
with the notification of this meeting.
Board's opinions: The Board certified and approved to put forward the minutes
to shareholders
for their approval.
Agenda3 : To ackhowledge report on operating results in fiscal year 2008.
Facts and reasons: The operating results in fiscal year 2008 shown in the
Annual Report 2008
which sent to shareholders along with the notification of this meeting.
Board's opinions: The Board certified and approved the operating results in
fiscal year 2008 to
report to shareholders.
Agenda 4 : To approve the company's audited financial statements for the year
ended 31st
December,2008.
Facts and reasons: Balance Sheet and the Profit and Loss Statements for 2008
ended 31st
December 2008 are considered by the Audit Committee and already certified by
the company's
auditor.
Board's opinions: The board of directors certified and approved the company's
Audited
financial statements for year ended 31st December,2008 to report to
shareholders.
Agenda 5 : To consider and approve the appropriation of the 2008 net profit
and dividend
payment
Facts and reasons: Under the provision of the Public Limited Companies Act
B.E. 2535,
The Company is required to set aside as statutory reserve at least 5% of its
annual net income
which equal to Bt.4,996,454 for Y2009. In addition to the resolution of the
Extraordinary
meeting of shareholders No.1/2009 held on Thursday January 22,2009 passed to
pay interim
dividend from the Company's retained earnings not yet allocated at amount of
Bt.50,000000 or
Bt0.50 per share paid on February 16, 2009 therefore the company able to pay
annually
dividend amount of Bt.10,000,000 or Bt0.10 per share from Net Profit
99,929,078 Baht for
Y2008 which follow dividend policy at approximately seventy percent of Net
profit
Board's opinions: The Board feels appropriate to put forward to shareholders
approve the
statutory reserve at least 5% of its annual net income and pay dividend from
the unappropiated
retained earnings at the rate of Baht.0.10-per share. The Company has gathered
the Record
Date on which shareholders have the right to receive dividend on Wednesday
13,2009 and
fixed the share registration book closing date on Thursday, May 14,2009 under
the Section 225
of the Securities and Exchange Act B.E. 2535 (1992) and its amendment to the
Act B.E. 2551
(2008). The dividend payment shall be made on Friday, May 22,2009.
Agenda 6 : To consider and approve the appointment of auditors and fixing of
audit fee for the
year 2009.
Facts and reasons: Under the Rules of the Securities and Exchange Commission at
KorJor.39/2006 referred to Auditor rotation after 5 year Auditing. The Company
could replace
Mr.Pichai Dutchanapirom with a new auditor at the same company.
Board's opinions:The board of directors certified to appoint Dharmniti Co.,Ltd
by Miss
Chandhra Wongsriudomporn ,CPA Registration No.4996 or Mr.Poj Aussawasuntichai
, CPA
Registration No.4891 or Miss Wannisa Ngambuathong or otherwise to be the
company's
auditor for the Year 2009 with their auditing fee Bt 810,000 and put forward
the minutes to
shareholders for their approval.
Agenda 7 : To reappoint of directors whosed completing their tenure.
Facts and reasons: The Nomination committee submitted to re-elect of the
directors whosed
completing their term which names as follows :
1) Mr. Sunya Saraudh Vice chairman
2) Mr. Atirat Charoonsri Managing Director
3) Mr. Somphol Wongurai Director
4) Mr. Banthun Junhasavasdikul Director and
Chairman of
Rem uneration
Committee
5) Mr. Jarun Wiwatjesadawut Director and
Remuneration
Committee
Board's opinions: The Board submitted by Nomination committee suggestion and
approve to
reappoint of directors whosed completing their tenure and put forward the
minutes to
shareholders for their approval.
Agenda 8 :To consider the board of director's remuneration for Year 2009
Facts and reasons: The remuneration committee submitted to set director's
remuneration for
Year 2009 composed of attendance fee, committee remuneration and pension at
Bt. 9,500,000
for every committees.
Board's opinions: The board of directors approved the board of director's
remuneration for Year
2009 is Bt. 9,500,000 presented by Remuneration Committee and put forward the
minutes to
shareholders for their approval.
Agenda 9 :To consider other issues (if any)
The shareholders register book for the right to receive for Annual general
meeting of
shareholders NO. 31 shall be recorded on Monday , Mar 23, 2009 Also, Tuesday
,Mar 24 , 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.
Please notify to investor.
Yours faithfully,
(Mr.Somphol Wongurai)
Director