EN TH
17 มีนาคม 2548

BOD resolutions on calling for the AGM (additional)

March 16, 2005 To: President, The Stock Exchange of Thailand Re: Report on the recent Board of Directors' resolutions on calling for the AGM, and dividend payment. The meeting of our Board of Directors, held this afternoon, has passed the following resolutions:- 1. Resolved to propose to the coming Annual Ordinary General Meeting of shareholders to pay out final dividends at the rate of Baht 0.50 per share. 2. Resolved to call the Annual Ordinary General Meeting of our shareholders for the year 2005 to be held on Wednesday April 27,2005 at Rainbow Room, 5th Floor, Imperial Queen's Park Hotel, 199 Sukhumvit Soi 22, Bangkok, at 2.00 p.m. with the following agenda:- 1st Agenda: To certify the minutes of the 2004 Annual Ordinary Meeting of Shareholders. Opinion of the Board: The Board of Directors is of the opinion that the shareholders meeting should certify the said Minutes. 2nd Agenda: To acknowledge the Board of Directors' report. 3rd Agenda: To approve the balance sheet and the profit and loss statement for the year ended December 31, 2004. Opinion of the Board: The Board of Directors is of the opinion that the balance sheet and the profit and loss statements for the year ended December 31, 2004 as audited and reported without qualification by the auditor should be approved by the shareholders meeting. 4th Agenda: To approve appropriation of the profit of the year 2004 and dividend payment. Opinion of the Board: The Board of Directors is of the opinion that the profit appropriation and the final dividend payment for the year 2004 should be approved by the shareholders meeting as follows: 1.) appropriated as dividend for 2,000 million ordinary shares at Baht 0.50 per share, amounting to Baht 1,000,000,000 2.) carried forward as unappropriated retained earnings Baht 411,902,960 5th Agenda: To appoint directors to replace those retired and to fix directors' remuneration for the year 2005. Opinion of the Board: The Board of Directors is of the opinion that the meeting should re-elect Mr.Vichai Maleenont, Mr.Prasan Maleenont, Mr.Pravit Maleenont, and Ms.Ratana Maleenont the retired directors as the directors for another term, and the remuneration of the directors for the year 2005 should be be fixed at the same amount of last year as follows: A. Meeting allowance for the Chairman of the Board shall be fixed at Baht 8,000 and for other directors shall be fixed at Baht 4,000 per each meeting and Audit committee member shall be fixed at Baht 4,000 per each meeting. The meeting allowance of the year 2005 should be within Baht 500,000. B. Compensation for the directors during the year 2005 in the amount of Baht 12 Million shall be appropriated among them by the Board. 6th Agenda: To appoint auditors and to fix the auditors' fee for the year 2005. Opinion of the Board: The Board of Directors is of the opinion that Dr.Virach Aphimeteetamrong, CPA# 1378 and/or Mr. Chaiyakorn Aunpitipongsa CPA# 3196, of Dr.Virach & Associates Office, the Company's existing auditors, should be re-appointed as the Company's auditors for the fiscal year 2005, and the meeting should fix the audit fee for the group at the amount of Baht 4,280,000 which the Company's part is Baht 1,060,000.- , increasing 7.75% from prior year as the business have expanded. 3. Resolved to close our Share Registration Book, for the rights to attend the aforementioned shareholders' meeting and to receive the dividend at 12:00 hours on Thursday April 7, 2005 until the coming meeting of shareholders is finished. Please be informed accordingly. Yours faithfully, (Mr.Chatchai Thiamtong) Vice President-Finance