ข่าวแจ้งตลาดหลักทรัพย์
27 กุมภาพันธ์ 2550
Dividend payment, set date for AGM, set up a subsidiary
(Translation)
Ref. SS./ 0590 / 2007
27 February 2007
Subject : Sansiri Public Company Limited announces annual dividend payment
and sets date for annual general meeting of shareholder # 12/2007
as well as notifies the investment by setting up a subsidiary
(company in which Sansiri indirectly holds shares)
To : President
The Stock Exchange of Thailand
Enclosures: (1) Draft of the Objectives (Amendment) of Sansiri Public Company
Limited
(2) The details of plan to issue and offer debenture
The Board of Directors of Sansiri Public Company Limited in its meeting
# 2/2007 held on 26 February 2007 at 16th Floor, Siripinyo Building, 475 Sri
Ayutthaya Road, Rajthevi, Bangkok, has approved the following resolutions:
Item 1. To propose for approval at the Annual General Meeting of Shareholders
for the audited balance sheets, profit and loss statements for the year ended
31 December 2006.
Item 2. To propose for approval at the Annual General Meeting of Shareholders
for the allocation of the net profit in the amount of 20,212,642.87 Baht for
the legal reserves.
Item 3. To propose for approval at the Annual General Meeting of Shareholders
for the dividend payment of 0.13 Baht (Thirteen Stang) per share for the
operational results from 1 January 2006 to 31 December 2006. The approved
dividend will be paid to shareholders on 25 May 2007.
Item 4. To propose for approval at the Annual General Meeting of Shareholders
for the re-elect of the directors who must retire on expiration of their terms
as directors of the Company as follows:
1. Mr. Chittin Sibunruang
2. Mr. Visarl Chowchuvech
3. Mr. Apichart Chutrakul
4. Mr. Srettha Thavisin
Item 5. To propose for approval at the Annual General Meeting of Shareholders
for the remuneration for the year 2007 to the Board of Directors and Audit
Committee at the rate as follows:
5.1 The remuneration to the Board of Directors
- The remuneration shall be paid in the form of meeting allowance,
at the same rate of previous year, amounting to 20,000.-Baht for each director
per one meeting. However, the meeting allowance will not be paid more than
2 times in one month, i.e. if the meetings are held more than 2 times in any
particular month, the meeting allowance will be paid for only the first 2
meetings.
- To fix the special remuneration to the five non-executive directors
as follows:
Name Position Special Remuneration
Rate (Baht)
Mr. Kovit Poshyananda Chairman of the Board 500,000.-
Mr. Chittin Sibunruang Deputy Chairman of the Board 300,000.-
Mr. Visarl Chowchuvech Independent Director 300,000.-
Miss Chitra Srisakorn Independent Director 300,000.-
Mr. Dnuja Sindhvananda Independent Director 300,000.-
5.2 The remuneration to the Audit Committee shall be paid in
form of salary, amounting to 50,000.- Baht per month for Chairman and
amounting to 30,000.- Baht per month for other members.
Item 6. To propose for approval at the Annual General Meeting of Shareholders
for the appointment of Mr. Sophon Permsirivallop, holder of auditor's license
No. 3182 or Miss Rungnapa Lertsuwankul, holder of auditor's license No. 3516
or Miss Sumalee Reewarabandith, holder of auditor's license No. 3970 or
Miss Vissuta Jariyathanakorn, holder of auditor's license No. 3853 of
Ernst & Young Office Limited as the Company's auditor with the auditing fee
for the fiscal year ending 31 December 2006, by fix the auditing fee,
amounting to 1,850,000.-Baht.
Item 7. To propose for approval at the Annual General Meeting of Shareholders
for the amendment to Clause 3 of the Company's Memorandum of Association
regarding Objective of the Company, by amending the Clause 40 of its
Objective is as follow:
"Article 40. To engage in the business of selling, leasing, renting
or hire-purchasing all kinds of immovable properties, including selling of
lands on commercial basis, allocating of vacant lands and/or lands with all
kinds of building structures, purchasing or procuring and holding ownership
of lands and building structures or otherwise constructing thereon for selling,
leasing, renting or hire-purchasing as condominiums, residences, commercial
building, government building, industrial plants, as well as land development,
construction , repair and renovation of any buildings as well as all kinds of
immovable properties for selling, leasing, renting or hire-purchasing."
the details are appeared in the Enclosure (1) attached herewith.
Item 8. To propose for approval at the Annual General Meeting of Shareholders
for the issuance and offering of debenture, the details of which are appeared
in the Enclosure (2) attached herewith.
Item 9. To set date for an Annual General Meeting of Shareholders # 12/2007
will be held on 27 April 2007 at 2.00 p.m., at Kamolthip Room, the 2th Floor,
Siam City Hotel, No. 477 Sri Ayutthaya Road, Rajthevi, Bangkok 10400.
Item 10.To set date for closing the company share register for the right to
attend the meeting and for the right to receive the dividend will be on
9 April 2007 at 12.00 noon onwards until the meeting has adjourned.
Item 11.To propose the following agendas at the Annual General Meeting of
Shareholders # 12/2007:
Agenda Item 1. To consider and certify the Minutes of the Extraordinary
Meeting of Shareholders # 1/2007 held on 18 January 2007.
Agenda Item 2. To consider and certify the Company's annual report and the
board of directors' report of the work done for the period
of 2006.
Agenda Item 3. To consider and approve the Company's balance sheets,
profit and loss statements for the fiscal year 2006 which
have been audited by the auditor of the Company ended 31
December 2006.
Agenda Item 4. To consider and approve the appropriation of annual net
profit as legal reserves.
Agenda Item 5. To consider and approve the dividend payments for the
operational results from 1 January 2006 to 31 December 2006.
Agenda Item 6. To consider electing directors replacing those retiring by
rotation.
Agenda Item 7. To consider and approve the remuneration for the year 2007
to the Board of Directors and the Audit Committee.
Agenda Item 8. To consider and appoint the auditor and fix the auditing fee
for the year 2007.
Agenda Item 9. To consider amending Clause 3 of the Company's Memorandum of
Association regarding Objective of the Company.
Agenda Item 10.To consider and approve the issuance and offering of debenture.
Agenda Item 11.Other businesses (if any).
Item 12.Approved Plus Property Co., Ltd. or Plus, a wholly 100% owned
subsidiary of Sansiri, to invest by setting up a subsidiary company which
wholly 100% of its paid-up capital will be owned by Plus (therefore, deemed
to be indirectly held by Sansiri), the details of which are as follows:
1. Name of the Company : Touch Property Co., Ltd.
2. Type of Business : Building Inspection, Brokerage, Sale
management, Property Management
3. Objective of the investment : To be Plus's subsidiary, which will invest
in the Property Services business
4. Registered Capital : 5,000,000.-Baht by divided into 500,000
ordinary shares with the par value of 10 Baht
Paid-up Capital : 2,000,000 Baht
5. The number of shares to be
invested by Plus and the
proportion : 500,000 ordinary shares, equivalent to 100 %
of the paid-up capital of Touch Property
Co., Ltd.
6. Board of Directors of Touch
Property Co., Ltd. : (1) Mr. Apichart Chutrakul
(2) Mr. Srettha Thavisin
(3) Mr. Wanchak Buranasiri
(4) Mr. Mayta Chanchamcharat
(5) Mr. Piyabutr Lertdumrikarn
7. Criteria in calculating the
amount of compensation : Par value
8. The total value of the
Consideration : Investment at the par value of the new
company, which is the fair and reasonable
price
9. The sources of funds : Plus's Working Capital
10. The return on investment : Dividend
11. The general characteristics
of the transaction : The entry into the transaction by Plus
(the investment by way of setting up a
subsidiary) and its transaction size does
not fall within any jurisdiction of the
notification of the SET Re: Rule, Procedures
and Disclosure of Connected Transaction of
Listed Companies and Re: Rule, Procedures
and Disclosure of Information Concerning the
Acquisition and Disposition of Asset of
Listed Companies.
12. Date of registration set up
as a company : 1 March 2007
Please be informed accordingly.
Yours sincerely,
(Mr. Wanchak Buranasiri)
Senior Executive Vice President