SET Announcements

(Translation) Ref. SS./ 0589 / 2009 30 April 2009 Subject : Resolution of the Annual General Meeting of Shareholders No. 14/2009 To : President The Stock Exchange of Thailand Sansiri Public Company Limited would like to report the resolutions of the Annual General Meeting of Shareholders No. 14/2009 held on 29 April 2009 at 14.00 hours, at Kamolthip Room # 3, on the 2nd Floor, Siam City Hotel, No. 477 Si Ayutthaya Road, Thanon Phyathai Sub-district, Rajthevi District, Bangkok. The Meeting has resolved matters as summarized below: Item 1. Certified the Minutes of the Annual General Meeting of Shareholders No. 13/2008 on 29 April 2008. The resolution was passed by an unanimous vote as follows: Approved 906,229,153 votes, equal to 100.00 % of all votes of shareholders who attended and exercised their votes at the Meeting. Disapproved -0- votes, equal to -0- % of all votes of shareholders who attended and exercised their votes at the Meeting. Abstained 16,496 votes Item 2. Certified the Company's Annual Report and the Board of Directors' Report of the work done for the period of 2008. The resolution was passed with the following votes: Approved 903,519,453 votes, equal to 100.00 % of all votes of shareholders who attended and exercised their votes at the Meeting. Disapproved -0- votes, equal to -0- % of all votes of shareholders who attended and exercised their votes at the Meeting. Abstained 2,726,196 votes Item 3. Approved the Company's balance sheets, profit and loss statements which have been audited by the auditor of the Company ended 31 December 2008. The resolution was passed with the following votes: Approved 903,519,453 votes, equal to 100.00 % of all votes of shareholders who attended and exercised their votes at the Meeting. Disapproved -0- votes, equal to -0- % of all votes of shareholders who attended and exercised their votes at the Meeting. Abstained 2,726,196 votes Item 4. Approved the appropriation of net profit from 2008 operating results, amounting to 45,680,636 Baht as legal reserves, and approved the dividend payment for 2008 performance at the rate of 0.30 Baht (Thirty Stang) per share. The Company has fixed the Record Date on which shareholders have the right to receive dividend as 12 March 2009 and fixed the share register book closing date as 13 March 2009 for gathering shareholder's names under the Section 225 of the Securities and Exchange Act B.E. 2535 (amended B.E. 2551). The approved dividend will be paid to shareholders on 28 May 2009. The resolution was passed by an unanimous vote as follows: Approved 906,229,153 votes, equal to 100.00 % of all votes of shareholders who attended and exercised their votes at the Meeting. Disapproved -0- votes, equal to -0- % of all votes of shareholders who attended and exercised their votes at the Meeting. Abstained 16,496 votes Item 5 Approved the four directors who retired by rotation, i.e. Mr. Kovit Poshyananda, Mr. Mana Noppun, Mr. Apichart Chutrakul and Mrs. Nujchanart Panthawangkun, were re-elected as directors of the Company for the next term. The resolution was passed with the following votes: (1) Mr. Kovit Poshyananda Approved 905,317,069 votes, equal to 99.90 % of all votes of shareholders who attended and exercised their votes at the Meeting. Disapproved 891,000 votes, equal to 0.10 % of all votes of shareholders who attended and exercised their votes at the Meeting. Abstained 36,980 votes (2) Mr. Mana Noppun Approved 905,300,301 votes, equal to 99.90 % of all votes of shareholders who attended and exercised their votes at the Meeting. Disapproved 891,600 votes, equal to 0.10 % of all votes of shareholders who attended and exercised their votes at the Meeting. Abstained 53,748 votes (3) Mr. Apichart Chutrakul Approved 905,317,069 votes, equal to 99.90 % of all votes of shareholders who attended and exercised their votes at the Meeting. Disapproved 891,600 votes, equal to 0.10 % of all votes of shareholders who attended and exercised their votes at the Meeting. Abstained 36,980 votes (4) Mrs. Nujchanart Panthawangkun Approved 905,317,069 votes, equal to 99.90 % of all votes of shareholders who attended and exercised their votes at the Meeting. Disapproved 891,600 votes, equal to 0.10 % of all votes of shareholders who attended and exercised their votes at the Meeting. Abstained 36,980 votes Therefore, the Company would like to announce the list of the Board of Directors as at 29 April 2009 as follows: (1) Mr. Kovit Poshyananda Chairman of the Board (Independent Director) (2) Mr. Apichart Chutrakul Vice Chairman and Chief Executive Officer (3) Mr. Mana Noppun Chairman of the Audit Committee (Independent Director) (4) Mr. Jesadavat Priebjrivat Member of the Audit Committee (Independent Director) (5) Mr. Wirat Uanarumit Member of the Audit Committee (Independent Director) (6) Mr. Srettha Thavisin Director and President (7) Mr. Wanchak Buranasiri Director and Senior Executive Vice President (8) Mr. Kriengkrai Thiennukul Director (9) Mrs. Nujchanart Panthawangkun Director (10) Mr. Porntat Amatavivadhana Director (Independent Director) Item 6. Determined the remuneration for the year 2009 to the Board of Directors and Audit Committee at the rate as follows: 6.1 The remuneration to the Board of Directors - The remuneration shall be paid in the form of allowance, at the same rate, i.e. 20,000.- Baht for each director per one meeting. However, it should not paid more than 2 times in one month, i.e. if the meetings are held more than 2 times in any particular month, the allowance will be paid for only the first 2 meetings. - The special remuneration for the year 2009 shall be paid to the four non-executive directors as follows: Name Position Special Remuneration Rate (Baht) Mr. Kovit Poshyananda Chairman of the Board / 1,000,000 Independent Director Mr. Mana Noppun Independent Director 600,000 Mr. Jesadavat Priebjrivat Independent Director 600,000 Mr. Wirat Uanarumit Independent Director 600,000 Mr. Kriengkrai Thiennukul Director 600,000 Mrs. Nujchanart Panthawangkun Director 600,000 Mr. Porntat Amatavivadhana Independent Director 600,000 6.2 The remuneration to the Audit Committee shall be paid in form of salary, at the same rate, i.e. 50,000 Baht per month for the Chairman and 30,000.- Baht per month for other members. The resolution was passed by an unanimous vote as follows: Approved 906,160,669 votes, equal to 99.99 % of all votes of shareholders in attendance at the Meeting. Disapproved -0- votes, equal to -0- % of all votes of shareholders in attendance at the Meeting. Abstained 84,980 votes, equal to 0.01 % of all votes of shareholders in attendance at the Meeting. Item 7. Appointed the following persons as auditors and fix the auditing fee for the year 2009. Name CPA No. Auditing Firm 1. Mr. Sophon Permsirivallop 3182 Ernst & Young Office Limited or 2. Miss Rungnapa Lertsuwankul 3516 Ernst & Young Office Limited or 3. Miss Sumalee Reewarabandith 3970 Ernst & Young Office Limited or 4. Miss Vissuta Jariyathanakorn 3853 Ernst & Young Office Limited with the auditing fee for the year 2009, amounting to 2,120,000.-Baht. The resolution was passed by an unanimous vote as follows: Approved 905,319,169 votes, equal to 99.90 % of all votes of shareholders who attended and exercised their votes at the Meeting. Disapproved 891,600 votes, equal to 0.10 % of all votes of shareholders who attended and exercised their votes at the Meeting. Abstained 34,880 votes Item 8. Approved the decrease of the registered capital of the Company, which would be made from the existing registered capital of 19,238,147,475.60 Baht to be the new registered capital of 19,143,425,802.64 Baht by canceling its registered but un-issued share in the number of 22,131,232 shares. The resolution was passed by an unanimous vote as follows: Approved 906,229,153 votes, equal to 99.99818 % of all votes of shareholders who attended and had the right to exercise their votes at the Meeting. Disapproved -0- votes, equal to -0- % of all votes of shareholders who attended and had the right to exercise their votes at the Meeting. Abstained 16,496 votes, equal to 0.00182 % of all votes of shareholders who attended and had the right to exercise their votes at the Meeting. Item 9. Approved the amendment to Clause 4 of the Memorandum of Association of the Company to be accorded with the decrease of the registered capital as follow: "Clause 4. The registered capital of 19,143,425,802.64 Baht Divided into 4,472,763,038 shares With the par value of 4.28 Baht each Shares are classified into:- Ordinary Shares of 4,472,763,038 shares Preference Shares - shares" The resolution was passed by an unanimous vote as follows: Approved 906,229,153 votes, equal to 99.99818 % of all votes of shareholders who attended and had the right to exercise their votes at the Meeting. Disapproved -0- votes, equal to -0- % of all votes of shareholders who attended and had the right to exercise their votes at the Meeting. Abstained 16,496 votes, equal to 0.00182 % of all votes of shareholders who attended and had the right to exercise their votes at the Meeting. Item 10. Approved the issue and offering of debenture, having the principle terms and conditions as appeared in the details of plan to issue and offer debenture which had already been distributed to the shareholders. The resolution was passed by an unanimous vote as follows: Approved 906,229,153 votes, equal to 99.99818 % of all votes of shareholders who attended and had the right to exercise their votes at the Meeting. Disapproved -0- votes, equal to -0- % of all votes of shareholders who attended and had the right to exercise their votes at the Meeting. Abstained 16,496 votes, equal to 0.00182 % of all votes of shareholders who attended and had the right to exercise their votes at the Meeting. Item 11. Approved the issuance and offer of the Ordinary Share-Purchase Warrants of the Company to the existing shareholders, the details of which were appeared in the preliminary features of Warrants to be allotted to the existing shareholders which had already been distributed to the shareholders. In this regard, the shareholders had authorized the Board of Directors or the person(s) entrusted by the Board of Directors to have the power to submit the application requesting approval with the relevant or competent authority as well as having an authority to do all acts or things as necessary to accomplish it. Moreover, they also have the power to determine, add and/or amend any other related principles or terms and conditions, including the details for such offering for sale of the aforesaid Warrants, the reasons for issuing new ordinary shares to be reserved for the adjustment of the exercise ratio and/or exercise price of such Warrants as may be deemed appropriate, all of which subject to the relevant laws, rules and regulations. The resolution was passed with the following votes: Approved 904,402,283 votes, equal to 99.80 % of all votes of shareholders who attended and exercised their votes at the Meeting. Disapproved 1,826,870 votes, equal to 0.20 % of all votes of shareholders who attended and exercised their votes at the Meeting. Abstained 16,496 votes Item 12. Approved the allotment of shares reserved for the exercise of the right of the Warrants to be issued and offered to the existing shareholders, by using of the 1,473,314,346 newly ordinary shares at the par value of 4.28 Baht (which were the shares reserved for the exercise of the right of the Warrants to be issued and offered to the existing shareholders under the resolution of the Extraordinary Meeting # 1/2007 held on 18 January 2007), to be allotted as the reserved shares for the exercise of the right of the Warrants to be issued and offered to the existing shareholders, which will be proposed to the shareholders' approval according to the item 11 above-mentioned. The resolution was passed with the following votes: Approved 906,229,153 votes, equal to 100. % of all votes of shareholders who attended and exercised their votes at the Meeting. Disapproved -0- votes, equal to -0- % of all votes of shareholders who attended and exercised their votes at the Meeting. Abstained 16,496 votes Please be informed accordingly. Yours sincerely, (Mr. Wanchak Buranasiri) Senior Executive Vice President