Resolutions from 2008 Annual General Shareholder's Meeting

BackApr 04, 2008

-Translation-

RPC/HO-SET/ELCID-0021/08

4 April 2008

Subject : Resolutions from 2008 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 2008 Annual General Shareholders' Meeting on Thursday 3 April 2008 at 1:30 - 5:00 p.m. at Chaophya Ballroom Room, Chaophya Park Hotel, 247 Rachadapisek Road, Dindaeng, Bangkok as follows.

1.) Approved the Minutes of Annual General Shareholders' Meeting for the Year 2007 on 5 April 2007;

2.) Certified Company Performance Report and Annual Report for the Year 2007;

3.) Approved the Audited Balance Sheets and Profit and Loss Statements for the year ended 31 December 2007;

4.) Approved the Appropriation of Profit earned in 2007 and Dividend Payments as follows:

4.1 Since the 10% of Registered Capital has already been fully reserved, there is no increase in Company's Statutory Reserves;

4.2 Approved Annual Dividend Payments from 2007 Net Profit at Baht 0.42 per share, the Interim Dividend payment of Baht 0.12 per share made on 4 September 2007 and to pay the remaining Dividend of Baht 0.30 per share on Wednesday 30 April 2008 to the Shareholders, whose names are in the Company' Shareholders Roster as of 12:00 a.m. Monday 17 March 2008;

4.3 The Retained Earnings after Dividend Payment will be at Baht 411,488,761.30;

5.) Approved the Re-Appointment of 3 Directors retired by rotation namely Mr. Viravat Cholvanich, Mr.Suwinai Suwanhirunkul, and Mr. Satja Janetumnugul;

6.) Approved Director's Remuneration, Meeting Attendance Fee and Bonus as follows:

6.1) Director's Remuneration and Meeting Attendance Fee for the year 2008 shall be as follows:

- The Board of Directors - The Director's Fee for Chairman of the Board of Directors shall remain at Baht 45,000 per month and the Meeting Attendance Fee was approved at Baht 6,250 for each meeting attended. Director's Fee for other Board Members shall also remain at Baht 30,000 per month per person and the Meeting Attendance Fee was approved at Baht 5,000 per person for each meeting attended;

- The Audit Committee - The Meeting Attendance Fee for Chairman of the Audit Committee shall remain at Baht 25,000 per meeting attended and for other Members also remain at Baht 20,000 per person for each meeting attended;

- The Nomination and Remuneration Committee - The Meeting Attendance Fee for Chairman of the Nomination and Remuneration Committee shall remain at Baht 25,000 per meeting attended and for other Members also remain at Baht 20,000 per person per meeting attended;

6.2) Directors' Bonus for the Year 2007
Total Directors' Bonus for the year 2007 of Baht 13,755,000 was approved, Baht 1,965,000 is for the Chairman and Baht 1,310,000 for each of the 9 Directors.

7.) Approved the appointment of Ernst & Young Office Limited as the Company's Auditor for the year 2008 namely:

- Ms.Sumalee Reevarabandit Certified Public Accountant (Thailand) No.3970 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 opinion on Company's Financial Statements. In the absence of these 3 Auditors, Ernst & Young Office Limited is allowed to provide other Certified Public Accountant (Thailand) in substitutions. The Auditor's fee for the year 2008 is as follows:

- Audit Fee for the Company, excluding Subsidiaries, was approved at Baht 898,000 comprised of Baht 463,000 for Annual Audit Fee and Baht 435,000 for Quarterly Review (3 Quarters at Baht 145,000 per Quarter).

- Audit Fee for the Company, including Subsidiaries, was approved at Baht 2,463,000 comprised of Baht 1,728,000 Annual Audit Fee and Baht 735,000 for Quarterly Review (3 Quarters at Baht 245,000 per Quarter).

8.) Approved the Decrement of the Company Registered Capital to Baht 529,870,229 for 177,942 non-exercised ESOP shares after the Project was closed;

9.) Approved the Amendment of Article 4 of the Memorandum of Association to be in consistent with the Decrement of Registered Capital thereof.

Please be cordially informed.

 

Sincerely yours,

 

Mrs.Siraporn Krishnakan
Assistant Managing Director

 

Investor Relations / Managing Director's Office
Tel: 0 2515-8671
E-mail van@rpcthai.com

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