ข่าวแจ้งตลาดหลักทรัพย์

No. Sor.Kor.0125/2010 February 25,2010 Subject : Notification of the Resolutions of BOD's meeting and set date of the AGM No.32nd To : Managing and Director, The Stock Exchange of Thailand The Board of Directors's meeting No.3/2010 held on Thursday, February 25,2010 has passed resolution to set date of the Annual general meeting of shareholders No.32nd should be held on Thursday, April 22,2010 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 31 Ordinary General Shareholders' Meeting, Facts and reasons: The 31 Ordinary General Shareholders' Meeting was held on Thursday, April 23, 2009, 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 of the 31 Ordinary General Shareholders' Meeting to shareholders for their approval. Agenda 3. To acknowledge the Company's 2009 operating results Facts and reasons: The report of the Company's operating results in 2009 is shown in Annual Report, earlier sent to shareholders along with the notification of this meeting. Board's opinions: The Board feels appropriate to present that report to shareholders for their acknowledgement. Agenda 4. To consider and approve the Balance Sheets and Profit-Loss Statements for the year ended December 31, 2009 Facts and reasons: The Balance Sheets and Profit-Loss Statements for the year ended December 31, 2009, shown in the Annual Report have been approved by the auditor and Audit Committee.Board's opinions: The Board feels appropriate to put the Balance Sheets and Profit-Loss Statements for the year ended December 31, 2009 forward to shareholders in the General Meeting for their approval. Agenda 5. To consider and approve profit sharing and dividend payment Facts and reasons: According to the law, the Company shall set aside at least 5 percent of its net profit as a reserve fund or Bt5,763,172 and according to the Company's dividend payment policy, the Company can pay not more than 70 percent of its net profit, ended December 31, 2009 or Bt115,263,428. In this case, the Company agreed to pay dividend in 2009 at Bt0.50 per share. Board's opinions: The Board feels appropriate to put forward to shareholders to approve the allocation to the reserve fund from the net profit and payment of the 2009 dividend at Bt0.50 per share to shareholders whose names appear in record date for the right to receive the dividend on 29 March 2010 and the closing of the share register book for gathering the list of shareholders under the section 225 of the Securities and Exchange Act on 30 March 2010, were approved. will be paid on 26 April 2010. (The proposed dividend Subject to shareholders' approval). Agenda 6. To consider the appointment of an auditor and auditing fees in 2010 Facts and reasons: According to Section 19 of the Articles of Association and Section 120 of the Public Limited Company Act as well as the rotation regulations of the Securities and Exchange Commission, an auditor cannot audit and approve a company's financial statements for five consecutive years but those provisions do not prohibit the appointment of another auditor attached to the auditing firm related to the former auditing firm. Board's opinions: The Board feels appropriate to ask shareholders in the meeting to appoint Dhammaniti Auditing Co., Ltd. by Miss Chandra Wongsri-udomporn, Registration Number 4996 or Mr. Pot Asawasantichai, Registration Number 4891 or Miss Wannisa Ngambuathong, Registration Number 6838 or any other auditor in that auditing firm as the Company's auditor for 2010 and fix auditing fees in 2010 at Bt810,000, equal to the fees last 2 years. Agenda 7. To elect Directors to replace Directors whose terms expires Facts and reasons: Section 19 of the Articles of Association and Section 71 of the Public Limited Company Act require one third of the number of Directors to leave the office but the outgoing Directors may be reinstated. Out of the 15-director Board, the following 5 Directors have to leave the office are as follows: (1) Pol. Lt. Gen. Jarax Sangtaweep, Chairman of the Executive Committee and Vice Chairman of the Board of Director, (2) Mr. Sakchai Tanaboonchai, Vice Chairman and Chairman of the Compensation Committee, (3) Mr. Pramuanchai Taweesedt, Director and Chairman of the Audit Committee, (4) Mrs. Ratana Chantrawongsakorn, Director and Director of the Audit Committee, (5) Mr. Raj Tanta-nanta, Director and Director of the Compensation Committee. The Recruitment Committee resolved to advise the Board of Directors to propose to shareholders in the general meeting to reinstate the 5 outgoing Directors. Board's opinions: The Board agrees with the Recruitment Committee's opinions and advice to propose to shareholders in the general meeting to reinstate the 5 outgoing Directors as follows: (1) Pol. Lt. Gen. Jarax Sangtaweep, Chairman of the Executive Committee and Vice Chairman of the Board of Director, (2) Mr. Sakchai Tanaboonchai, Vice Chairman and Chairman of the Compensation Committee, (3) Mr. Pramuanchai Taweesedt, Director and Chairman of the Audit Committee, (4) Mrs. Ratana Chantrawongsakorn, Director and Director of the Audit Committee, (5) Mr. Raj Tanta-nanta, Director and Director of the Compensation Committee. The profile of each Director is enclosed. Agenda 8. To consider compensation to the Directors Facts and reasons: The Compensation Committee agrees to advise the Board of Directors to ask the shareholders in the general meeting to fix compensation to every Director in the Board of Directors as well as every committee in the form of position allowances, meeting allowances and pension totaling Bt9,500,000 equal to the amount paid in the past two years. Board's opinions: The Board agrees with the Compensation Committee's opinions to ask shareholders in the Annual General Meeting to approve Bt9,500,000 compensation to Directors in 2010. Agenda 9. Others (if any) Shareholders register book for the right to receive for 32 Ordinary General Meeting of Shareholders shall be recorded on March 29, 2010. Also, March 30, 2010 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 We look forward to seeing you in the meeting. By the Board of Director's resolution ( Pol.Lt.Gen.Jarax Sangtaweep ) Position Chief Executive Officer & Vice Chairman