Resolutions of the 2005 Annual General Shareholders' Meeting

BackApr 08, 2005

     RPC/HO-SET/ELCID-0006/05
     
     April 8th, 2005
     
     Subject      :Resolutions of the 2005 Annual General Shareholders Meeting
     
     To      President
               The Stock Exchange of Thailand
     
     Rayong Purifier Public Company Limited (RPC) would like to inform the
     resolutions made during the 2005 Annual General Shareholders Meeting,
     held on Friday April 8th, 2005 at 10.00a.m. at Kampangpeth 2 Room,
     Sofitel Central Plaza Hotel, 1695 Paholyothin Road, Chatuchak, Bangkok
     as follows.
     1.) That the Minutes of the Extraordinary Shareholders Meeting No.1/2004
     held on November 25th, 2004 was certified.
     2.) That the report on the Company's Operating Results for the Year 2004
     was certified and the Companys 2004 Annual Report was approved.
     3.) That the Audited Balance Sheet and the Profit and Loss Statements
     for the year ended December 31, 2004, was approved.
     4.) That the Profit Appropriation from operating results during the Year
     2004 was approved as  dividend for the whole year 2004 at 0.65Baht per
     share or 270,107,500Baht dividend totaling, deducted the interim
     dividend at Baht0.25 per share, balance at 0.40Baht per share or
     166,220,000Baht totaling and the Dividend will be pay to the right
     shareholders on Friday April 29th, 2005.
     5.) That the re-appointments, for another term, of 3 directors who would
     retire by rotation, namely Mr.Viravat Cholvanich, Mr.Suwinai
     Suwanhirunkul and Mr.Tawat Ungsuprasert, was approved.
     6.) That the Directors Monthly Remuneration for the Year 2005 and
     Directors Bonus for the year 2004 was approved as follows:
           -The Directors Monthly Remuneration for the year 2005 is equally
     with the year 2004.
           - That maximum 18.80Million Baht of Directors Bonus was approved
     and to be allocated, in accordance with their length of services during
     2004, by the Board of Directors.
     7.) That appointment of Ernst & Young Office Limited's Auditors as the
     Company's Auditor for the year 2005 namely :
           - Ms.Sumalee Reewarabandith Certified Public Accountant (Thailand)
     No.3970 or
           - Ms.Vissuta JariyathanakornCertified Public Accountant (Thailand)
     No.3853 or
           - Ms.Rungnapa LertsuwankulCertified Public Accountant (Thailand)
     No.3516
     Anyone of these Auditors was appointed to audit and express an opinion
     on Company's Financial Statements. In case none of these Auditors can
     conduct their duties, Ernst & Young Office Limited was allowed to
     provide other Certified Public Accountant (Thailand) in substitutions.
     The  Auditor's fee for the year 2005 was approved at 700,000Baht
     (Excluding subsidiaries company) which comprised of 340,000Baht Annual
     Audit Fee and 360,000Baht for 3 Quarterly Reviewing Fee, at 120,000Baht
     per Quarter.
     8.) That the issuance of the Companys Warrants to Directors, Advisor,
     Management, Employees and Securities re-purchaser. of the Company and
     subsidiary  companies  by units of public offering (PO), totally
     8,490,000 units (ESOP-01) was approved.
     9.) That increase of the registered capital of the company from
     415,550,000Baht to 424,040,000Baht by 8,490,000 units of public offering
     (PO) at the par value of 1.00Baht per share for reserve the exercise of
     right under the warrants issued to Directors, Advisor, Management,
     Employees and Securities re-purchaser. (ESOP-01) was approved as the
     following description: -.
           Type      a warrant to purchase the ordinary share of Rayong
     Purifier Public Company Limited
           Kind      Indicating the holders name and cannot be transferred,
     except to the subrogated buyer or the holders legal heir or the
     beneficiary, however, the Company will not bring the warrant to be
     registered at the Stock Exchange of Thailand.
           The amount issued and offered for purchase           8,490,000
     shares
           Price per unit      0 Baht
           Rate of right      1 warrant can be used to buy 1 ordinary share,
     except there is a price adjustment and rate of right adaptation
     .      Price      1.00 Baht, except there is a price adjustment and rate
     of right adaptation
           Amount of reserved share to be bought      8,490,000 shares
           Period of the warrant          not more than 36 months since the
     issuing date.
           Validated period             With the warrant, the use of right
     are divided into 3 types. With a rather equal amount of share in each
     issue, and it must be used to buy the amount of share indicated in each
     issue at once, each issue of warrant has a validated period as follows:
                Issue 1 can be used to buy the ordinary share for 1 time on
     30 November 2005.
                Issue 2 can be used to buy the ordinary share for 1 time on
     30 November 2006.
                Issue 3 can be used to buy the ordinary share for 1 time on
     30 November 2007.
           If these days are the Companys holidays, it can be done in the
     next working days. However, the executive board or a person authorized
     by the executive board has the right to change the validated period as
     per each issue of the above warrants.
           Persons who have the right to be allocated are
                 1. Directors and Advisors
                 2. Management of the Company and its subsidiaries
                 3. Staffs of the Company and its subsidiaries
                 4. Subrogated buyers
                 However, in the event the Company is consolidated with
     another company or is taken over or there is a person who acquires the
     share that has caused him to make a purchase proposal for the Companys
     shares without relenting from Office of Property and Stock Market
     Control Committee and/or the shareholders meeting or there is a
     substantial change in the Companys administration like a change of most
     directors or major shareholders. The holders of warrant can immediately
     buy the Companys ordinary share when there is such occasion and the
     Company has the right to allow the warrant holders to buy the ordinary
     share before the determined period.
     10.) That the amendment of Clause 4. of the Memorandum of Association of
     the Company to be in accordance with capital increase was approved by
     using the following statement:
     Registered Capital      424,040,000 Baht
     (Four hundred twenty-four million and forty thousand Baht)
     Consist of             424,040,000 shares
     (Four hundred twenty-four million and forty thousand shares)
     Par value per Share      1.00 Baht (One Baht)
     Consist of            424,040,000 Shares
     (Four hundred twenty-four million and forty thousand Shares)
     Preferred Shares      -None-
     11.) That the allotment for 8,490,000 shares at par value 1.00 Baht per
     share, reserve for the exercise of rights under the warrants issued to
     Directors, Advisor, Management, Employees and Securities re-purchaser.
     (ESOP-01) was approved.
     
     Please be so informed.
      
     Sincerely Yours,
     
     
     Mr.Suwinai  Suwanhirunkul
     Managing Director
     
     
     Investor Relations / Managing Director Office
     Tel 0 2515-8671
     e-mail ir@rpcthai.com