Agenda 1 To certify the minutes of the Extraordinary General Meeting of
Shareholder No. 1/2011
Agenda 2 To acknowledge the report of the Board of Directors on the 2010
company performance
Agenda 3 To approve the audited balance sheet and income statement for the year
end, December 31, 2010
Agenda 4 To approve omission the dividend from the 2010 company operation
Agenda 5 To approve the election of Directors in replacing of those who are
retired by rotation
Four directors are retired by rotation in year 2011 AGM are :
1. Mr. Vorajate Indamra 2. Mr. Pises Sethsathira
3. Mr. Vatana Supornpaibul 4. Mr.Somchai Kurujitkosol
The sub-committee set up in 1. will consider directors' qualifications to
replace the Directors who are retired and report by March 16, 2011
Agenda 6 To approve the Renumerations for the Director, Audit Committee and
Sub-Committees
The 2010 AGM approved the renumerations for Executive Committee the same
rate as Risk Management Committee and to acknowledge the renumerations for
Board of Directors, Audit Committee, and Risk Management Committee at the same
rate. For 2011 AGM, the sub-committee set up according to 1. will propose the
director renumerations by March 16, 2011
Agenda 7 To approve the appointment of the auditors and their renumerations.
The Board of Directors agreed to the Audit Committee to elect Karin Audit
Company Limited as an audit firm of the Company and Subsidiaries for the year
2011 and recommend the Meeting to approve :
1.) Mr. Jadesada Hungsapruk, Certified Public Accountant No. 3759 or
2.) Miss Vimolsri Jongudomsombat, Certified Public Accountant No. 3899 or
3.) Miss Kannikar Vipanurat, Certified Public Accountant No. 7305
to be the auditors for the Company and the three Subsidiaries for the year 2011
with the same renumerations as 2010, amount not exceed Baht 1,070,000. The
auditor fees for the Company Financial Statements are Baht 580,000 and Baht
490,000 for the three Subsidiaries
Karin Audit Company and the said auditors as mentioned above have no
relationship or interest with the Company, Subsidiaries, the Management, and
Major Shareholders or related person with the said entity or person
Agenda 8 To approve the cancellation of EGM No.1/2007 resolution for the
Company registered capital increase of Baht 370,000,000 from Baht 2,780,000,000
to Baht 3,150,000,000 by issuing new ordinary shares through private placement
at Baht 3.40 per share. The offering price was not less than 90% of market price
and calculated from the average closing shares price in SET weighted backward
not less than 7 consecutive days and not more than 15 consecutive days before
fixing the offering price.
Agenda 9 To approve the decrease of Company registered capital of Baht
370,000,000 from Baht 3,150,000,000 to Baht 2,780,000,000 in line with the
cancellation of EGM No.1/2007 resolution in Agenda 8.
Agenda 10 To approve the amendment to Clause 4 of the Company Memorandum of
Association in order for it to be in line with the decrease of the Company
capital.
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