24 February 2010
Dividend Payment Omission and Set AGM Date
(Translation)
H.T./SET/001/2010
February 24th, 2010
To: President
The Stock Exchange of Thailand
Re: Dividend Payment Omission and Set AGM Date
The resolution of the Board of Directors adopted at 180th Board of
Directors Meeting on February 24th, 2010 is as follows:-
1. Resolved that the report of Management was approved and the audited
financial statements for fiscal year ended 31st December 2009 was
acknowledged for submission to the shareholders meeting for
approval by the shareholders.
2. To approve there be omission of dividend payment for the year of 2009
for the operation results between 1 January 2009 and 31 December
2009 due to the accumulated loss of the company for submission to
the shareholders meeting for approval by the shareholders.
3. To approve the decrease of the Company's registered capital from the
Company's registered capital of Baht Two Hundred Eighty-Three
Million and Five Hundred Thousand (Baht 283,500,000), which
consisting of Two Hundred Eighty-Three Million and Five Hundred
Thousand ordinary shares (283,500,000) with a par value of Baht One
(Baht 1) per share to Baht Two Hundred and Seventy Million (Baht
270,000,000), which consisting of Two Hundred and Seventy Million
ordinary shares (270,000,000) with a par value of Baht One (Baht 1)
per share by reducing Thirteen Million and Five Hundred Thousand
ordinary shares (13,500,000) with a par value of Baht One (Baht 1)
per share. Since the Company issues ordinary shares in the amount of
Thirteen Million and Five Hundred Thousand ordinary shares
(13,500,000) to support the warrants issued to Mr. Daniel Michel
Philiponet who has resigned as the Managing Director of the Company
without exercise of the right under the said warrants, so that the
Company's registered capital is in line with its paid-up capital for
submission to the shareholders meeting for approval by the
shareholders.
4. To approve the amendment to Clause 4 of the Memorandum of
Association of the Company to be consistent with the decrease of the
Company's registered capital, as follows:
Clause 4 Registered Capital: Baht Two Hundred and Seventy
Million (Baht 270,000,000)
Divided into: Two Hundred and Seventy Million
shares (270,000,000) shares
At Par Value of: Baht One ( Baht 1)
Divided into Common Two Hundred and Seventy Million
shares
shares: (270,000,000) shares
Preferred shares: - shares (none)
In order to be consistent with the decrease of the Company's
registered capital,the Company has to amend Clause 4 of the
Memorandum of Association of the Company to be consistent with
registered capital so reduced for submission to the
shareholders meeting for approval by the shareholders.
5. Acknowledged the resignation from the position of director of
Mr. Stephen H. Goodman effective on 24 February 2010.
6. Resolved to call the Annual General Meeting of Shareholders No.43rd
to be held on Wednesday, April 21st, 2010 at 10.00 a.m. at CAT
Telecom Tower,30th Floor,72 CAT Telecom Tower, Charoen Krung Road,
Bangrak, Bangkok, Thailand. In this regard, the company has fixed
the Record Date on which shareholders have the right to attend the
AGM 43rd as March 17,2010 and fixed the share registration book
closing date as March 18, 2010 for gathering shareholders' names
under the Section 225 of the Securities and Exchange Act B.E.2535
(Amended B.E.2551).
The meeting agenda are as follows:
1st Agenda Approval of the Minutes of the Annual General
Meeting of Shareholders No. 42/2009.
2nd Agenda To acknowledge the Company's Operating Results
for the year approve the audited Balance Sheet and
the Income Statements for the year ended December
31,2009.
3rd Agenda To consider the omission of dividend payment to
the shareholders.
4th Agenda To consider the appointment of the directors
to replace those who are due to retire by rotation.
5th Agenda To determine the remuneration of the Company's
Board of Directors for the year 2010.
6 th Agenda To appoint the Auditor and consider the Auditor's
fee for year 2010
7 th Agenda To approve the decrease of the Company's
registered capital from the Company's registered
capital of Baht Two Hundred Eighty-Three Million
and Five Hundred Thousand (Baht 283,500,000),
which consisting of Two Hundred Eighty-Three
Million and Five Hundred Thousand ordinary shares
(283,500,000) with a par value of Baht One
(Baht 1) per share to Baht Two Hundred and eventy
Million ( Baht 270,000,000),which consisting of
Two Hundred and Seventy Million ordinary shares
(270,000,000) with a par value of Baht
One (Baht 1) per share by reducing Thirteen Million
and Five Hundred Thousand ordinary shares
(13,500,000) with a par value of Baht One (Baht 1)
per share.
8th Agenda To consider and approve the amendment to Clause 4
of the Memorandum of Association of the Company
to be consistent with the decrease of the
company's registered capital.
9th Agenda Other business (if any)
Yours Sincerely,