Report Of The AGM Of The Shareholders 1/2006

BackApr 28, 2006

Date: April 27, 2006


Subject:    Report the Annual General Meeting of the Shareholders No. 1/2006
To:           President
                The Stock Exchange of Thailand

The Annual General Meeting of the Shareholders No. 1/2006 to held on April 27, 2006 at 13:30 pm., Venus Room, Grand Miracle Hotel, 99
Vibhavadi-Rangsit Road, Laksi, Don Muang, Bangkok 10210 has resolved the followings:

  1. Approved the Minutes of the Annual General Meeting of the Shareholders No. 1/2005.

  2. Approved the report of the Company's operating result, the Audit Committee Report and the Annual Report for the Year 2005.

  3. Approved the company audited financial statement for the year ended December 31, 2005.

  4. Approved the allocation of profit and declaration of dividend for the fiscal year ended 31 December 2005.  Approved to pay dividend at Baht 0.50 per share. The schedule for payment is May 26, 2006.  Shareholder Registration closed for Dividend Right on April 7, 2006 at 12.00 noon.

  5. Approved the election of directors in substitution of retiring Directors.

    Directors who complete the term and will be reappointed are:
    1. Mr. Virapan Pulges
    2. Mr.  Pongsak Lothongkam

  6. Approved the directors' fee and their remuneration for the fiscal
    year 2006 at the amount that should not be exceeding Baht 5,000,000
    (Five Million Baht).

  7. Approved anyone of
    1. Mr. Sophon  Permsirivallop, CPA license No. 3182 or
    2. Ms. Rungnapa  Lertsuwankul, CPA license No. 3516
    from Ernst & Young Office Limited should be appointed as the auditors of the Company for the operating year 2006 with total audit fee of
    Baht 1,240,000 (Baht One million two hundred and forty thousand only) excluding the out-of-pocket expenses and special audit fee for the privileges of corporate income tax exemption report in the amount not exceeding Baht 300,000 (Baht Three hundred thousand only).

  8. Approved the reduction of the registered capital of the Company in respect to the cancellation of ESOP 1 warrants of 90,000 units and ESOP 2 warrants of 1,600,000 units from Baht 1,541,560,590 (Baht One thousand five hundred forty-one million five hundred sixty thousand and five hundred ninety) to Baht 1,524,660,590 (Baht One thousand five hundred twenty-four million six hundred sixty thousand and five hundred ninety), by cancellation of 1,690,000 (One million six hundred ninety thousand) unpaid registered shares due to resignation of employees.

  9. Approved the cancellation of ESOP 2 and ESOP 3 of 5,531,060 units and 1,900,000 units at Baht 15.00 /share and Baht 12.10/share respectively and to consider and approve the reduction of the registered capital of the Company in respect to the cancellation of ESOP 2 and ESOP 3 from Baht 1,524,660,590 (Baht One thousand five hundred twenty-four million six hundred sixty thousand and five hundred ninety) to Baht
    1,450,349,990 (Baht One thousand four hundred fifty million three hundred forty-nine thousand and nine hundred ninety), related to the cancellation of 7,431,060 (Seven million four hundred thirty-one thousand and sixty) unpaid registered shares.

  10. Approved the amendment to Clause 4 of the Memorandum of Association of the Company, in compliance with the reduction of the registered capital of the Company in Item 8 and 9.

  11. Approved the issuance of non-transferable warrants to purchase the ordinary shares of the Company to the directors and employees of the Company, No. 4. (the "Warrant No. 4").  There are directors and employees entitled to allocate warrants more than 5% of the total Warrants No. 4 as follow:

    1. Approved the offer of Warrant No. 4 to Mr. Pongsak Lothongkam, Managing Director  in the amount of 4,075,000 units. (74.09% of the total Warrants No. 4)

    2. Approved the offer of Warrant No. 4 to Mrs. Pissamai Saibua , Chief Finance Officer in the amount of 337,500 units (6.14% of the total Warrants No. 4)

  12. Approved the increase of the registered capital of the Company by Baht 55,000,000 (Baht Fifty-five million), from Baht 1,450,349,990 (Baht One thousand four hundred fifty million three hundred forty-nine thousand and nine hundred ninety) to Baht 1,505,349,990 (Baht One thousand five hundred five million three hundred forty-nine thousand and nine hundred ninety), with the par value of Baht 10 (Baht Ten) each as to be in accordance with the approval of the issuance of ESOP 4.

  13. Approved the amendment of Clause 4 of the Memorandum of Association of the Company, in compliance with the increase of the registered capital of the Company in Item 12.

  14. Approved the allotment of newly-issued ordinary shares of the Company. To support the exercise the right of warrants in purchasing the ordinary shares of the Company issued to the directors and employees of the Company in Item 11.


    We, therefore, inform you of the above subjects for your acknowledgment
    and dissemination to the public and other investors.


    Yours sincerely,



    (Mrs. Pissamai Saibua)
    Chief Finance Officer

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