Resolutions of the Board of Directors Meeting no. 2/2554 Approval of TDR propose

BackMar 29, 2011

-Translation-

No. RPC/HO-SET/ELCID-0007/11

March 29, 2011

Subject : Resolutions of the Board of Directors Meeting no. 2/2554 Approval of TDR propose

Attention : 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 Board of Directors Meeting no. 2/2554 held on Monday 28, 2011 as follows:

1. The Board resolved and approved to propose to issue 170,000,000 new shares and 30,000,000 existing ordinary shares as the underlying shares for TDR to be listed on the GreTai Securities Market (GTSM) of Public of China (Taiwan), For subscription period, offering period, offer price, payment, and other conditions and details shall be according to the resolution of extraordinary shareholders' meeting dated March 5, 2010. and the rules, regulations and conditions of concerned and related institutions which will be announced later.

2. The Board resolved and approved to support the issuing and listing of TDR of the existing shareholders and approved the Regulations and Rules for the exercise of right to convert ordinary shares to Taiwan Depositary Receipts, including details of the Notification Form for Exercise of Right to Convert Common Share to Taiwan Depositary Receipts ("TDR"). (The Form and details of the Regulations and Rules presented in the Company' website: www.rpcthai.com )

3. The Board resolved to appoint Mr. Suwinai Suwanhirunkul or Mr. Satja Janetumnugul or Mrs. Siraporn Krishnakan as Authorized Persons to complete, sign and file hereafter be required in relation to the issuing, offering and listing of Taiwan Depositary Receipts ("TDR") on behalf of Company.

4. The Board resolved for the Chairman to present the requirement for dividend policy to the Annual General Shareholder Meeting of 2011 in the addition of the Article 42 (2) as the follows "Annual dividend payment shall be made not less than fifty (50) percent of net profits after deduction of corporate income tax, accumulated loss, and all reserves as required by law, in addition, the cash dividend shall not less than 50 percent of such dividend distributed. If the dividend to be paid is less than as specified or unpaid, the factors taken into consideration before such dividend payment shall be included operation results, financial status, the company's liquidity, business expansion and other factors related to management of the company, and be resolved by the general shareholders' meeting of the company." However, requesting the meeting to consider other matters in addition to those specified in the notice of meeting must have the support from the shareholders holding shares amounting to not less than one-third of the total number of sold shares.

5. The Board resolved and approved to cancel the Board Resolution regarding establishment of RPC Energy Co., Ltd.

 

Yours Sincerely,

 

(Siraporn Krishnakan)
Assistant to Managing Director

 

Investor Relations/Managing Director's Office
E-mail ir@rpcthai.com Tel.0-2515-8623

Attachments

  • 2011-03-29_RPC_EN.pdf (Size: 41,485 bytes)