Agenda 1 To approve the Minutes of the 2007 Annual General Meeting, held on
April 26, 2007.
The 2007 Annual General Meeting was held on April 26, 2007.
The Minutes of such Meeting were submitted to The Stock Exchange
of Thailand within 14 days and Ministry of Commerce according to
the requirement of the laws, copies of which are sent to the shareholders
herewith.
Board of Directors’ Opinion - The Meeting should approve the said minutes.
Agenda 2 To acknowledge the 2007 Annual Report of the Company.
Board of Directors’ Opinion - The Meeting should acknowledge the 2007 Annual Report of the Company.
Agenda 3 To consider and approve the audited financial statements of the
Company ended December 31, 2007 which had already been reviewed
by the Audit Committee.
In compliance with Public Limited Companies Act and the Company’s
Articles of Association, the Company’s financial statements ended
December 31, 2007 were audited and certified by the auditors of ANS
Audit Co.,Ltd. and reviewed by the Audit Committee.
Board of Directors’ Opinion - The Meeting should approve the said audited financial
statements.
Agenda 4 To consider that neither appropriation of profit nor dividend
payment be made for the year 2007.
According to the Company’s Articles of Association, the Company has to
allocate not less than 5 percent of its annual profit less the accumulated
loss brought forward (if any) to a reserve fund until this fund attains an
amount not less than 10 percent of the registered capital. Since in 2007
the Company had a loss of approximately Baht 320.42 million and also
an accumulated loss as of December 31, 2007 of approximately Baht
1,176.48 million, the Company cannot appropriate the profit and dividend
payment cannot be made for the year 2007.
Board of Directors’ Opinion - The Meeting should resolve that neither appropriation of
profit nor dividend payment be made for the year 2007.
Agenda 5 To consider the election of directors to replace those whose terms
expire.
In compliance with Public Limited Companies Act and the Company’s
Articles of Association, in this Meeting, the retiring directors will be
as follows:
1. Mr. Narong Chulajata Chairman
2. Police General Suthas Sukhumvat Independent Director
3. Miss Ampornsri Kewkacha Director
The Company has not yet set up the election committee. However,
the Company has its regulations about electing the directors. The Board
of Directors has considered and would like to propose the three retiring
directors to be re-elected.
Board of Directors’ Opinion – To enhance the continuation of the administration and
management of the Company, the Meeting should re-elect the retiring directors.
Agenda 6 To consider the election of an additional director.
The Company has not yet set up the nomination committee. However,
the Company has its regulations about electing the directors. The Board
of Directors has considered that, Mr. Amnaj Kewkacha has proper
qualifications to be elected as a director of the Company.
Board of Directors’ Opinion – The Meeting should elect Mr. Amnaj Kewkacha
as a director of the Company in order to help its administration and management.
His biography is attached herewith.
Agenda 7 To consider the directors’ remuneration for the year 2008.
Since the Company has not yet set up the remuneration committee,
the directors’ remuneration have not been considered by the remuneration
committee. However, the Board of Directors would propose the Directors’
remuneration and the Audit Committee Members’ remuneration as
follows:
1) The Directors’ remuneration be paid on a monthly lump sum basis as
follows: Chairman Baht 90,000, Vice Chairman Baht 30,000,
Directors Baht 20,000”.
2) The Audit Committee Members’ remuneration be paid on a monthly
lump sum basis as follows: Chairman Baht 25,000, Directors Baht
15,000.
Board of Directors’ Opinion - The Meeting should approve the Directors’ and the Audit
Committee Members’ remuneration as proposed which are the same rates as those of the
year 2007.
Agenda 8 To consider the appointment of the auditors for the year 2008 and fix
their remuneration.
The Audit Committee and the Board of Directors would like to propose
that the Meeting appoint Mr. Atipong Atipongsakul, Registration No.
3500, or Mr. Prawit Viwanthananut, Registration No. 4917, from ANS
Audit Co.,Ltd. as the auditors of the Company for the year 2008 which is
the fourth consecutive year and that their remuneration be fixed at Baht
800,000 which is the same rate as that of the year 2007. In the previous
year, the Company and its subsidiary did not receive any other services
from the auditors’ firm or from the persons or other enterprises related
with the auditors and their firm. The proposed auditors are also appointed
as year 2008 auditors of its subsidiary.
These auditors have no relationship with, nor interest in, the Company and
its subsidiary, the Management, Major Shareholders or Related Persons of
the said persons.
Board of Directors’ Opinion – The Meeting should appoint the said auditors as the
auditors of the Company for the Year 2008 and that their remuneration be fixed at Baht
800,000 which is the same rate as that of the year 2007.
Agenda 9 Other business, if any.
The Board of Directors had resolved that the Register Book to determine the
Shareholders’ rights to attend the Meeting be closed from April 4, 2008 at 12.00 hours until the
completion of such Meeting.
In the event that you are unable to attend the Meeting and wish to appoint another sui juris
person to attend the Meeting and vote on your behalf, please complete and place your signature
in the proxy form which is enclosed herewith. In the event that you are a foreign
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