Set the 2006 Shareholder's Meeting and dividend payment
[Translation]
Ref. PDI/BK-BS-011/2006
24 February 2006
To : President
The Stock Exchange of Thailand
Re. : Resolutions of the board of directors' meeting, No. 01-2006
The board of directors of Padaeng Industry Public Company Limited
at its meeting, No. 01-2006 on 23 February 2006 has adopted the following
resolutions:
1. Reviewed 2005 financial statements and resolved to propose the financial
statements (audited) for approval at the next AGM.
2. Approved the appropriation of the net profit of the year 2005 to Legal
Reserve amounted to 27,695,260 Baht and dividend payment for 2005 at
1.10 Baht per share amounted to 248,600,000 Baht, which be allocated to
the shareholders whose names appeared on the shareholders list closing
on Monday 8 May 2006. This will be submit for final approval in the AGM.
3. Noted 3 board members who will be due to retire by rotation namely
Mr. Paron Israsena Dr. Jean-Luc Deleersnyder and Mr. Bernard Tonnon and
will propose to the AGM the re-election of Mr. Paron Israsena and
Mr. Bernard Tonnon as directors for another term as well as propose
Mr. Martin Hess as new director to replace for Dr. Jean-Luc Deleersnyder
for final approval in the AGM.
4. Approved the appointment of Pricewaterhouse Coopers ABAS Limited as
the company's auditors for 2006 as well as audit fees for the shareholders'
approval.
5. Acknowledged that PNA (Puthep) Pty Limited of Australia completed the
expenditure requirements of the First Earning Period of the Participation
Agreement (USD1m or Bt42m) in April 2003 and has complied with all other
requirements under the Participation Agreement. Accordingly, in June 2005
obtained, through a capital increase, a 20.66% (611,694 shares) ownership
interest in Puthep Co., Ltd. and Puthep Co., Ltd. has registered the
increased share capital from 145,584,742 Baht to 183,575,800 Baht.
6. Approve to convene the 2006 ordinary shareholders' meeting on Wednesday,
26 April 2006 at 14.00 hr at Meeting Room 1-2, Queen Sirikit National
Convention Center, No. 60 Ratchadapisek Road, Klongtoey District, Bangkok,
with the following agenda:
I. Subject to be informed by the Chairman of the Board of Directors
(if any);
II. Approve minutes of the 2005 Ordinary Shareholders' Meeting held on
26 April 2005;
III. Annual Report of the Board of Directors for the year 2005;
IV. Approve the audited balance sheet and profit and loss statement
for 2005;
V. Approve the net profit appropriation and dividend payment for 2005;
VI. Elect new members of the board of directors to replace those who
retired by rotation, appoint the new director and acknowledge the
appointment of the Nomination and Remuneration Committee;
VII. Approve the Nomination and Remuneration Committee's fee;
VIII. Approve the 2005 bonus payment to the board;
IX. Approve the appointment of the company's auditors for the year
2005 and approve the audit fees;
X. Approve the review and the amendments to the articles of association
to give power of attorney to the companies' board of directors to
undertake share repurchases that do not exceed 10% of paid up capital.
XI. Other matter (if any).
The company's share transfer book will be closed on Wednesday, 5 April
2006 from 12.00 hr until the meeting is adjourned for determination of the
Shareholders' meeting participation right.
Please be notified accordingly.
Yours truly,
- Signature -
(Bernard Tonnon)
Managing Director
Board Secretary Division
Tel. 02 661 9900 Ext. 1402
Fax 02 661 9946
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