Resolution of BOD regarding AGM 1/09 and no dividend

BackFeb 25, 2009

-TRANSLATION-

Ref. RPC/HO-SET/ELCID-001/09

February 25, 2009

Subject: Resolutions from the Board of Directors' Meeting No.1/2009 re. AnnualGeneral Meeting of Shareholders (AGM) and the Suspension of Dividend Payment

Attention: The President The Stock Exchange of Thailand

The Resolutions from Rayong Purifier Public Company Limited's Board of Directors' Meeting No.1/2009 held on Tuesday, February 24, 2009 at 13:30 - 17:00 hrs. at the Company's Head Office, 14th Floor Shinawatra Tower III, 1010 Viphavadi Rangsit Road, Chatuchak, Bangkok are as follows :

1. Even though the Company's Dividend Policy is to payout not less than 50% of Net Profit after Tax but due to severe, rapid and continuous decrease in world oil prices during second half of 2008.Therefore, the Board of Directors recommends the suspension of Dividend Payment for the year 2008;

2. Approved the appointment of Mr.Viravat Cholvanich, Chairman of the Board of Directors, as Company's Independent Director;

3. To schedule the 2009 AGM on Tuesday, April 7, 2009 at 13:30 hrs.at Salon B Meeting Room, 3rd Floor, Swissotel Le Concorde Bangkok Hotel,204 Ratchadaphisek Road, Huai-Khwang, Bangkok. The Board of Directors set the Record Date on March 11, 2009 to determine the list of Shareholders having rights to attend and vote in the AGM and fix the Closing Date to Shareholders'Registration Book on March 12, 2009, to determine the list of Script-less Shareholders under Section 225 of the Securities and Exchange Act B.E. 2535 (Amended B.E. 2551).

4. Fix the Agenda of AGM 2009 as follows:

Agenda 1 Adoption of Minutes of the AGM 2008

Agenda 2 Board of Directors' Report on Company's Performance of 2008.

Agenda 3 Approval of Financial Statements for the Year 2008 ended December 31, 2008.

Agenda 4 To consider Profit Apportionment and Dividend Payment The Board of Directors proposes the Suspension of Dividend Payment for 2008 due to Net Loss from Operations.

Agenda 5 Election of new Directors replacing those retired by rotation this year,the retiring Directors are as follows :

1). Mr.Sumit Chanmatee (Director)

2). Mr.Tawat Ungsuprasert (Director)

3). Mr.Arnooparp Charmikorn (Independent Director / Audit Committee)

The Board of Directors proposes the re-appointment of these 3 retiring Directors another term as follows:

1). Mr.Sumit Chanmatee (Director)

2). Mr.Tawat Ungsuprasert (Director)

3). Mr.Arnooparp Charmikorn (Independent Director / Audit Committee)

The Board of Directors has appointed Mr. Viravat Cholvanich, Chairman of the Board of Directors, as Independent Director as well.

Therefore, the Board of Directors will be composed of

1). Mr.Viravat Cholvanich (Chairman of the Board of Directors) / Independent Director )

2). Mr.Suwinai Suwanhirunkul (Director / Managing Director)

3). Mr.Satja Janetumnugul (Director)

4). Mr.Sumit Chanmetee (Director)

5). Mr.Supapong Krishnakan (Director)

6). Mr.Suthud Khancharoensuk (Director)

7). Mr.Tawat Ungsuprasert (Director)

8). Dr.Vichit Yamboonruang (Independent Director / Chairman of The Audit Committee

9).Mr.Arnooparp Charmikorn (Independent Director / Audit Committee)

10). Mr.Bibit Bijaisoradat (Independent Director / Audit Committee)

Agenda 6 Determine Directors' Remunerations for the year 2009. Board of Directors proposes that the Director's Remunerations for the year 2009 remain unchange and no Director's Bonus for the year 2008.

Agenda 7 Appointment of Auditor and Audit Fee for the Year 2009 The Board of Directors, by recommendation of the Audit Committee,proposes for approval the appointment of following named auditors from Ernst & Young Office Limited as the Company's Auditors forthe Year 2009:

1). Miss Sumalee Reewarabandith CPA No.3970 and/or

2). Miss Rungnapa Lertsuwankul CPA No.3516 and/or

3). Mr.Sophon Permsirivallop CPA No.3182

And also proposes the Audit Fee for the year 2009 at not more than Baht 840,000.

Agenda 8 Other business (if any).

5. The Board of Directors approved the increase of Registered Capital in Pure Sammakorn Development Company Limited (PSDC), the Company's Subsidiary,in the amount of 175 Million Baht, 1.75 Million Shares at par value of 100 Baht/share. The new shares to be distributed at par value to existing Shareholders appropriately. This Capital Increase is for PSDC's New Project, Pure Place Ramkamhang, the community complex as well as for the development of another 2 potential projects.

 

Please be so informed.

 

Sincerely Yours,

 

(Mrs. Siraporn Krishnakan)
Assistant to Managing Director

 

Investor Relations/Managing Director's Office
Tel.0-2515-9017
E-mail ir@rpcthai.com

 

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