Annual General Shareholders Meeting and Dividend Payment

BackFeb 23, 2007

RPC/HO-SET/ELCID-003/07

February 23rd, 2007

Subject : Report on Resolutions from the Board of Directors Meeting No 1/2550 for Scheduling of 2007 Annual General Shareholders Meeting and Dividend Payment

To : President The Stock Exchange of Thailand

Rayong Purifier Public Company Limited (RPC) would like to inform the resolutions made in the Board of Directors Meeting held on Thursday 22nd, 2007 from 01.20 pm. to 04.00 pm. as follows.

1.) The 2007 Annual General Shareholders' Meeting will be held on Thursday April 5th 2007 at 10.00 am. at Vibhavadee-A Room The Sofitel Central Plaza, 1695 Phaholyothin Road, Jatujak, Bangkok on the following agendas:-

Agenda 1 : To consider and approve Minutes of the 2005 Annual General Shareholders Meeting held on March 31st 2006

Agenda 2 : To consider and approve Company's 2006 Performance and Annual Report

Agenda 3 : To consider and approve the Audited Balance Sheet and the Profit and Loss Statements for the year ended December 31st 2006

Agenda 4 : To consider and approve the 2006 Profit Appropriation and Dividend Payment.

Agenda 5 : To consider and elect new directors to replace those who are due to retire by rotation.

Agenda 6 : To consider and fix Directors' Remuneration and Bonus.

Agenda 7 : To consider and appoint the Auditors and auditor s fee for the year 2007

Agenda 8 : To consider other business (if any)

2.) The Share Register of the Company will be closed for share transfer and for the right to attend 2007 Annual General Shareholders Meeting will be from 12.00 a.m. Friday March 16th 2007 until the meeting ends.

3.) The Board proposed the appropriation of Profit Baht 183,367,481 earned in 2006 as Dividend at Baht 0.35 per share. The Interim Dividend has been paid in 2006 at Baht 0.25 per share and the balance of Baht 0.10 per share or Baht 56,626,043 to be paid in cash. The dividend shall be payable to the Shareholders whose names are in the Company Share Register as of Friday March 16th 2007 at 12.00am. The dividend payment date shall be on Friday May 4th 2007.

4.) In the Board of Directors Meeting No 1 / 2007 held on Thursday February 22nd 2007 the Board resolved the connected transaction. The Company would like to inform details of this transaction as follows :

1. Transaction Date : December 12nd 2006
2. The Parties involved
Land Deposit Fee Payer Rayong Purifier Plc (RPC)
Land Deposit Fee Payee Globalization Economic and Promotion Network Co Ltd(GEPN)
3. General Characteristic of Transaction
Category of Transaction 90 Mu ( Appprox 27.5 Rai) of Land use Right in China
4. Detail of Transaction Acquiring of Land Use Right for Petroleum Depot Project in China
5. Value of Transaction Baht 34,000,000
6. Term of payment Cash
7. In Term of Related Party Basic The volume of this transaction was 2.92% less than 3% of NTA (NTA = 1163)
8. Details of connecting persons and parties involved
Mr Arnooparp Charmikorn Existing RPC s Independent Director Audit Committee Member and GEPN s Director and holing 21% shares
9. Source of Capital Investment RPC s capital
10. Benefits from this transaction Rayong Purifier Public Company Limited has the intention to expand petroleum business in China and transfer part of petroleum products from the Company s refinery in Thailand in order to generate additional income to the company apart from current businesses
11. Opinions of the Company s Board of Directors and Audit Committee

With reference to the Board of Directors Meeting No 1/2007 on February 22nd 2007the Board of Directors had approved this connected transaction and during the discussion of this agenda Mr Arnooparp Charmikorn Independent Director Audit Committee who is the connected person was present but did not cast his vote

Audit Committee also considered and gave consent to this connected transaction during the Audit Committee Meeting No 1/2007 held on February 22 nd 2007 with the opinion that this transaction was appropriate for the Company business During discussion of this agenda Mr. Arnooparp Charmikorn Audit Committee Member who is the connected person was present but did not cast his vote

The Company hereby reports to the SET accordingly.

Please be so informed.

 

Sincerely Yours

 

Ms Siraporn Krishnakan
Assistant Managing Director

 

Investor Relations / Corporate Administration Office
Tel: 0 2515-8600
e-mail ir@rpcthai.com