Resolutions of the 2007 Annual General Shareholders

BackApr 09, 2007

-Translation-

RPC/HO-SET/ELCID-007/07

April 9th, 2007

Subject : Resolutions of the 2007 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 2007 Annual General Shareholders' Meeting, held on Thursday April 5th, 2007 at 10.00 a.m. - 1.20 p.m. at Viphavadee Ballroom A Room, Sofitel Central Plaza Hotel, 1695 Paholyothin Road, Chatuchak, Bangkok as follows.

1.) The Minutes of the 2006 Annual General Shareholders' Meeting held on March 31th, 2006 was approved.

2.) The report on Company's Performance for the Year 2006 was certified and the Company's 2006 Annual Report was approved.

3.) The Audited Balance Sheet and the Profit and Loss Statements for the year ended December 31st, 2006, was approved.

4.) The Appropriation of the Profit earned during the Year 2006 and Dividend Payment was approved as follows:

4.1 Baht 10,600,817 was appropriated as Statutory Reserves, which increases the Company's Statutory Reserves to Baht 53,004,817, 10% of the Registered Capital.

4.2 The Dividend Payment for 2006 at Baht 0.35 per share totaling Baht 183,367,481 was approved of which Baht 0.25 per share was already paid as Interim Dividend. The remaining of Baht 0.10 per share totaling of Baht 52,626,043 shall be payable to the Shareholders whose names are in the Company' Share Registration Book as of Friday March 16th, 2007 at 12.00am. The dividend payment date shall be Friday May 4th, 2007.

4.3 Retained Earnings was approved at Baht 228,565,434.

5.) The re-appointments, for another term, of 3 Directors who would retire by rotation, namely Mr. Bibit Bijaisoratat, Mr. Supapong Krishnakan and Mr. Sumit Chanmatee was approved.

6.) The Director's Remuneration, Meeting Allowance and Bonus was approved as follows:

6.1) The Director's Remuneration and Meeting Allowance for the year 2007 shall be as follows:

-The Board of Directors-Director's Fee for Chairman of the Board of Directors shall remain at Baht 45,000 per month and the Directors' Fee for all other Directors shall be Baht 30,000 per month per person. There shall be neither Meeting Allowance nor the Company's Provident Fund for Directors.

-The Audit Committee-The Meeting Allowance for the Chairman of the Audit Committee shall be at Baht 25,000 per meeting attended and the Meeting Allowance for Members of the Audit Committee shall be at Baht 20,000 per meeting attended per person.

-The Nominating and Remuneration Committee-The Meeting Allowance for the Chairman of the Nominating and Remuneration Committee shall be at Baht 25,000 per meeting attended and the Meeting Allowance for Member of the Nominating and Remuneration Committee shall be at Baht 20,000 per meeting attended per person.

6.2) The Director's Bonus for the 2006 was approved as follows: Directors' Bonus for the year 2006 of Baht 6.3 Million, 50% less than last year of Baht 12.6 Million, was approved. Baht 900,000 will be allocated to the Chairman of the Board of Directors and Baht 600,000 will be allocated to each of the 9 Directors. This is in line with the decrease of Company's Net Profit in 2006 from Baht 367 Million in 2005 to Baht 183 Million in 2006.

7.) The appointment of Ernst & Young Office Limited' s Auditors as the Company's Auditor for the year 2007 namely:

-Ms.Vissuta Jariyathanakorn Certified Public Accountant (Thailand) No.3853 or

-Ms.Rungnapa Lertsuwankul Certified Public Accountant (Thailand) No.3516 or

-Mr.Sophon Permsirivallop Certified Public Accountant (Thailand) No.3182

Anyone of these 3 Auditors was appointed to audit and express an opinion on Company's Financial Statements. In case none of these 3 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 2007 was approved as follows:

-The Audit Fee for the Company alone (excluding Subsidiary Companies) was approved at Baht 850,000 which comprised of Baht 430,000 Annual Audit Fee and Baht 420,000 Quarterly Reviewing Fee (3 Quarters at Baht 140,000 per Quarter).

-Total Audit Fee for the Company including Subsidiaries Companies was approved at Baht 2,000,000 which comprised of Baht 1,370,000 Annual Audit Fee and Baht 630,000 Quarterly Reviewing Fee (3 Quarters at Baht 210,000 per Quarter).

8.) The Shareholders approved and assigned the Board of Directors to allocate the Warrant issued to Directors, Advisor, Management, Employees and Securities Re-purchaser (ESOP No.1/2005) under approval of the 2005 Annual General Shareholders' Meeting on April 8th 2005 of which 194,226 Warrants were unexercised on November 30th 2006 and transferred to the Securities Re-purchaser and the 374,821 Warrants which, as of April 5th 2007, is known that the Warrants Holders will not be able to exercise their Warrants on November 30th 2007, totally 569,047 warrants to Directors, Advisor, Management, Employees and Securities Re-purchaser in due course.

Please be so informed.

 

Sincerely Yours,

 

Ms.Siraporn Krishnakan
Assistant Managing Director

 

Investor Relations / Corporate Administration Office
Tel 0 2515-8671
e-mail ir@rpcthai.com