Resolutions of the 2006 Annual General Shareholders' Meeting

BackApr 03, 2006

RPC/HO-SET/ELCID-010/06
         
          March 31st, 2006
         
          Subject : Resolutions of the 2006 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 2006 Annual General
          Shareholders' Meeting, held on Friday March 31st, 2006 at
          10.00a.m. at Ladprao Suite Room, Sofitel Central Plaza Hotel, 1695
          Paholyothin Road, Chatuchak, Bangkok as follows.
         
          1.) That the Minutes of the 2005 Annual General Shareholders'
          Meeting held on April 8th, 2005 was certified.
         
          2.) That the report on the Company's Operating Results for the Year
          2005 was certified and the Company's 2005 Annual Report was
          approved.
         
          3.) That the Audited Balance Sheet and the Profit and Loss
          Statements for the year ended December 31, 2005, was approved.
         
          4.) That the Profit Appropriation from operating results during the
          Year 2005 was approved as  dividend for the whole year 2005 at
          Baht 0.70 per share or Baht 291,872,940 dividend totaling,
          deducted the interim dividend at Baht 0.35 per share and balance
          Baht 0.35 per share for the second half of 2005 or Baht 146,430,440
          dividend totaling by paying cash dividend and stock dividend as
          follow:
         
                4.1) Paying cash dividend at the rate of Baht 0.10 per share or
          Baht 41,837,269 totaling.
                4.2) Paying stock dividend totaling 104,593,171 ordinary shares
          (with a par value of Baht 1.00) to the shareholders of the Company
          at the ratio of 4 exiting shares to 1 new shares, totaling of Baht
          104,593,171, or equivalent to Baht 0.25 per share. In case that the
          shareholder has a fraction of shares remaining less than 4 shares,
          the dividend therefor would be paid in form of cash dividend instead
          at the rate of Baht 0.25 and the Dividend will be pay to the right
          shareholders on Friday April 28th, 2006.
                4.3) Retained Earnings is Baht 239,150,581.
         
          5.) That approved the increase of registered capital of the Company
          with the condition of paying a part of dividend in form of stock
          dividend and condition of adjusting exercise ratio in ESOP No.1 that
          impacts from this paying stock dividend. This is from Baht
          424,040,000 to be Baht 530,048,171 by increasing of 106,008,171
          ordinary shares (with par value Baht 1.00). These are for stock
          dividend payment totaling 104,593,171 shares and for adjusting the
          exercise ratio in ESOP No.1 that impact from this stock dividend
          totaling 1,415,000 shares.
                Details of the adjusting of exercise ratio in ESOP No.1
          Existing Rate of Right      1 warrant can be used to buy 1 ordinary
          share
          New Rate of Right      1 warrant can be used to buy 1.25 ordinary
          share
          Effective Date      March 31st, 2006
          Existing Shares      8,490,000 Shares
          Added Shares      1,415,000 Shares
          New Shares      9,905,000 Shares
         
          6.) That the amendment of Clause 4. of the Memorandum of
          Association of the Company to be in accordance with capital
          increase with the condition of paying a part of dividend in form of
          stock dividend and condition of adjusting exercise ratio in ESOP
          No.1 that impacts from this paying stock dividend by using the
          following statement:
                Registered Capital      530,048,171 Baht
          (Five hundred thirty million forty-eight thousand and one hundred
          seventy-one Baht)
                Consist of       530,048,171 Shares
          (Five hundred thirty million forty-eight thousand and one hundred
          seventy-one Shares)
                Par value per Share      1.00 Baht (One Baht)
                Consist of      530,048,171 Shares
          (Five hundred thirty million forty-eight thousand and one hundred
          seventy-one Shares)
                Preferred Shares      - None -
         
          7.) That the re-appointments, for another term, of 3 directors who
          would retire by rotation, namely Mr.Suthud Khancharoensuk,
          Dr.Vichit Yamboonruang and Mr.Arnooparp Charmikorn was
          approved.
         
          8.) That Director's Remuneration, Meeting Allowance and Bonus
          was approved as follows:
         
                8.1) The Director's Remuneration and Meeting Allowance for the
          year 2006 was approved as follow:
                - The Board of Director - Chairman of the Board of Director at
          Baht 45,000 per month and Directors at Baht 25,000 per month per
          person, without Meeting allowance and the Company's provident
          fund.
                - The Audit Committee - The Chairman of the Audit Committee at
          Baht 25,000 per meeting attended and Member of the Audit
          Committee at Baht 20,000 per meeting attended per person.
                - The Nominating and Remuneration Committee -The Chairman
          of the Nominating and Remuneration Committee at Baht 25,000 per
          meeting attended and Member of the Nominating and
          Remuneration Committee at Baht 20,000 per meeting attended per
          person.
         
          8.2) The Director's Bonus for the 2005 performance was approved
          as follow:
          That maximum Baht 13.70 Million of Directors' s Bonus for the year
          2005 was approved and to be allocated, in accordance with their
          length of service during 2005, by the Board of Directors, 27%
          decreased from the year 2004 (Directors' s bonus for the year 2004
          was Baht 18.80 Million). This is in accordance with the 2005
          company performance that has Baht 367 Million of Net Profit,
          whereas Baht 424 Million in the year 2006.
         
          9.) That appointment of Ernst & Young Office Limited' s Auditors as
          the Company's Auditor for the year 2006 namely:
                - Ms.Rungnapa LertsuwankulCertified Public Accountant
          (Thailand) No.3516 or
                - Ms.Vissuta Jariyathanakorn Certified Public Accountant
          (Thailand) No.3853 or
                - Mr.Sophon Permsirivallop Certified Public Accountant
          (Thailand) No.3182
         
           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 2006 was approved as
          follow:
                - Approved at Baht 780,000 (Excluding subsidiaries company)
          which comprised of Baht 405,000 Annual Audit Fee and Baht
          375,000 for 3 Quarterly Reviewing Fee, at Baht 125,000 per Quarter.
                - Approved at Baht1,745,000 (Including subsidiaries company)
          which comprised of Baht1,235,000 Annual Audit Fee and
          Baht510,000 for 3 Quarterly Reviewing Fee, at Baht170,000 per
          Quarter.
         
          10.) That approved to appoint Mr.Bunlue Sripodok and Ms.Ilada
          Ratnawanta, respectively, are the Securities re-purchaser of the
          warrants issued to Directors, Advisor, Management, Employees
          and Securities re-purchaser (ESOP-01) that has been approved
          from the 2005 Annual General Shareholders Meeting held on April
          8th, 2005.
         
          Please be so informed.
          
          Sincerely Yours,
         
         
          Ms.Siraporn Krishnakan
          Assistant Managing Director