Resolutions of the 2006 Ordinary Shareholders' Meeting
[Translation]
Ref. PDI/BK-BS-028/2006
26 April 2006
To : President
The Stock Exchange of Thailand
Re. : Notification of resolutions of the 2006 Ordinary Shareholders'
Meeting
This is to notify the SET that the 2006 Ordinary Shareholders'
Meeting of Padaeng Industry Public Company Limited, held on 26 April
2006, has resolved the following:
1. Noted the company's performance result and the board of directors'
report for the year 2005.
2. Approved the audited balance sheets and profit and loss statements
for the year ended 31 December 2005.
3. Approved that the 2005 net profit be appropriated to be the legal
reserve Bt27,695,260 which is 5% of its net profit and that the
dividend payment for 2005 at 1.10 Baht per share be declared to the
Shareholders totaling 226 million shares amounting to Bt248,600,000.
The Company's share transfer book will be closed for the right to
receive the dividend on Monday 8 May 2006 at 12.00 hr. The dividend
payment will be made on Wednesday 24 May 2006. The receipt of such
dividend shall be within 10 years.
4. Acknowledged 3 board members who retired by rotation namely Mr. Paron
Israsena, Dr. Jean-Luc Deleersnyder and Mr. Bernard Tonnon. and
unanimously approved re-election of Mr. Paron Israsena and Mr. Bernard
Tonnon the board members to be directors for another term.
In addition, appointed Mr. Martin Hess as director and Strategic Committee
member in place of the position of Dr. Jean-Luc Deleersnyder who resigned
from the director of the Company, effective 26 April 2006 onwards. And
appointed Mr. Vinij Ongnegnun to be new director and Strategic Committee
member as per the recommendation of the Nomination and Remuneration Committee.
5. Approved the Nomination and Remuneration Committee's fees in amount of
20,000 Baht per member per attended meeting.
6. Approved the bonus payment for the year 2005 to the members of the
Board of Directors as follows: 350,000 Baht for Chairman and 230,000
Baht for each director. The payment of directors' bonus will be on
the pro rata basis for each director at the end of year 2005.
7. Approved the appointment of Mrs. Anothai Leekitwattana, Ms. Nangnoi
Charoenthaveesub, Mrs.Nattaporn Phan-Udom, Mr. Pisit Thangtanagul
and Certified Public Accountant (Thailand) No. 3442, 3044, 3430 and
4095 of PricewaterhouseCoopers ABAS Limited as the Company's auditors
for the year 2006. The audit fee for the year 2005 is Bt3,950,000.
8. Approved the Articles of Association of the Company by repealing the
current Articles of Association and replacing it with the new Articles
of Association. Important amendments are summarized as follows:
Article 9 & 10: Amend to be in line with the recent amendments to
the Public Limited Companies Act in 2001, Section 66/1 "The provisions
of Section 66 in the part relating to the company owing its own shares
and to approve that repurchase of shares in an amount of not more than
ten (10) percent of the paid-up capital shall be approved by the Board
of Directors.
Article 15, 16 & 17: Amend to be in line with the new management
structure as a result of the retirement of Mr. Pinit Vongmasa from
the CEO position and the dissolve of CEO position. Mr. Bernard Tonnon
will continue to serve in the position of the Managing Director having
the duties and responsibilities as stipulated in the Company's Articles
of Association.
Article 43: Amended to be consistent with the notification of SET
relating to the related transactions and transaction regarding the
acquisition or disposal of assets of the Company or any of its subsidiaries.
Please be notified accordingly.
Yours truly,
- Signature -
(Dr. Surin Tanticharoenkiat)
Board Secretary
Board Secretary Division
Tel. 0 2661 9900 Ext. 1402
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