No Dividend 2009 and Convening AGM 2010

BackFeb 19, 2010

No. RPC/HO-SET/ELCID-0005/10

19 February 2010

Re: No Dividend for the year 2009 and Convening the Annual General Meeting of Shareholders' Meeting for the year 2010

To: Director and Manager The Stock Exchange of Thailand

The Board of Directors of Rayong Purifier Public Company Limited (the "Company") passed the following resolutions at the Meeting of the Board of Directors no. 2/2553 which was held on Thursday 18 February 2010 from 13:30 to 18:00 at the head office of the Company no.1010 Shinawatra Tower III, 14 Floor, Viphavadi Rangsit Rd., Khet Chatuchak, Khweang Chatuchak,Bangkok:

1. In 2009, the Company had the Net Profit of 333.19 Million Baht, but still had the Accumulated Loss of 49.56 Million Baht. The Public Company Act B.E. 2535 prohibits the payment of dividend while the company still has Accumulated Loss. Therefore, the Board deems it appropriate not to pay dividend for the operation results in the year 2009. .

2. The Board resolved that the date and time of the Annual General Meeting of Shareholders for the year 2010 (the "AGM") be set on 20 April 2010 at 13:30 at Swissotel Le Concorde Hotel located at 204 Ratchadapisek Rd., Khet Huaykwang, Bangkok, and that the date for determining the name of the shareholders who are entitled to attend and to vote at the meeting ("Record Date") be set on 8 March 2010 and the collection of names pursuant to section 225 of the Securities and Exchange Act B.E. 2535 (amended B.E.2551) be done by way of the close of the share register book on 9 March 2010.

3. The Board resolved that the Agenda of the AGM be as follows: (Details of the Agenda of the Meeting will be attached to the invitation letter of the AGM and the Company will publish such invitation letter on the Company's website (www.rpcthai.com) before the date of the AGM, from Friday 19 March 2010 onwards.)

Agenda 1
To consider approving the Minutes of the Extraordinary General Meeting of Shareholders no. 1/2553;

Agenda 2
To acknowledge the report on the Operation Results for the year 2009;

Agenda 3
To consider approving the Balance Sheet and the Profit and Loss Statement of the Company for the Financial Year ended 31 December 2009;

Agenda 4
To consider allocating the Net Profit in respect of the operation results for the year 2009 and the dividend payment (which the Board of Directors will propose to the Meeting that no dividend be paid.);

Agenda 5
To consider appointment of Directors in place of those who retire by rotation on the expiration of their terms;

The Directors who retire on the expiration of their terms are as follows:

1. Dr.Vichit Yamboonruang
2. Mr.Supapong Krishnakan
3. Mr.Suthud Khancharoensuk

The Board will propose to the Meeting that the following Directors be re-elected to the Board:

1. Dr.Vichit Yamboonruang
2. Mr.Supapong Krishnakan
3. Mr.Suthud Khancharoensuk

Therefore, the Board of Directors will consist 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 Chanmatee 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 Bijaisoratat Independent Director / Audit Committee

Agenda 6
To consider fixing the Directors' Remuneration; The Board will propose to the Meeting that the remuneration of the Directors be fixed at the same rate of the previous year and bonus for the year 2009 be paid to the Directors.

Agenda 7
To appoint an Auditor and fix the remuneration for the year 2010; The Board will propose to the Meeting that Miss Sumalee Reewarabundit an Auditor's Licence no. 3970 or Miss Rungnapa Lertsuwannakul an Auditor's Licence no. 3516 or Mr. Sopon Permsiriwallop an Auditor's Licence no. 3182 of Office of Ernst & Young Office Limited be appointed as the Auditor of the Company for the year 2010 with remuneration of Baht 840,000 for the Company and Baht 1,360,000 for the Company's Subsidiaries.

Agenda 8
Other business (if any)

4. The Board resolved that the shareholding structure of SCT Sahapan Co.,Ltd. ("SAP") be reorganized in the way that 25,500 shares in SAP (51% of the total shares) at cost price per share 110 Baht which are currently held by Pure Thai Energy Co.,Ltd.(99.99% owned by the Company) be transferred to the Company according to the policy regarding affiliated company management. The rules on Acquisition and Disposal of Assets will not be triggered by this transaction. In addition, the Board resolved that the Registered Capital of SAP be increased on April 9, 2010 by issuing 150,000 new Ordinary Shares at Baht 100 per share and allocating such shares to the existing shareholders in proportion to their shareholding.

 

Please be informed accordingly.

 

Yours Sincerely,

 

(Siraporn Krishnakan)
Assistant to Managing Director

 

Investor relation / Office of Managing Director
Email: ir@rpcthai.com
Tel. 0-2515-8623

 

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