ข่าวแจ้งตลาดหลักทรัพย์

(Translation) Ref. SS./ 0706 / 2008 30 April 2008 Subject : Resolution of the Annual General Meeting of Shareholders No. 13/2008 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. 13/2008 held on 29 April 2008 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. 12/2007 on 27 April 2007. The resolution was passed by an unanimous vote as follows: Approved 854,390,281 votes, equal to 100.00 % of all votes of shareholders who attended and exercised their votes. Disapproved - votes, equal to - % of all votes of shareholders who attended and exercised their votes. Abstained - votes Item 2. Certified the Company's Annual Report and the Board of Directors' Report of the work done for the period of 2007. The resolution was passed with the following votes: Approved 849,160,281 votes, equal to 100.00 % of all votes of shareholders who attended and exercised their votes. Disapproved - votes, equal to - % of all votes of shareholders who attended and exercised their votes. Abstained 5,230,000 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 2007. The resolution was passed with the following votes: Approved 849,160,281 votes, equal to 100.00 % of all votes of shareholders who attended and exercised their votes. Disapproved - votes, equal to - % of all votes of shareholders who attended and exercised their votes. Abstained 5,230,000 votes Item 4. Approved the appropriation of net profit from 2007 operating results, amounting to 35,396,533.85 Baht as legal reserves. The resolution was passed by an unanimous vote as follows: Approved 854,390,281 votes, equal to 100.00 % of all votes of shareholders who attended and exercised their votes. Disapproved - votes, equal to - % of all votes of shareholders who attended and exercised their votes. Abstained - votes Item 5. Approved the dividend payments for the operational results from 1 January 2007 to 31 December 2007 at the rate of 0.23 Baht (Twenty Three Stang) per share. The approved dividend will be paid to shareholders on 28 May 2008. The resolution was passed by an unanimous vote as follows: Approved 854,390,281 votes, equal to 100.00 % of all votes of shareholders who attended and exercised their votes. Disapproved - votes, equal to - % of all votes of shareholders who attended and exercised their votes. Abstained - votes Item 6. Approved the two directors who retired by rotation, i.e. Miss Chitra Srisakorn and Mr. Wanchak Buranasiri, were re-elected as directors of the Company for the next term; and approved Mr. Wirat Uanarumit and Mr. Kriengkrai Thiennukul were elected to replace Mr. Dnuja Sindhavanda and Mr. Thalin Aeimtitiwat, the 2 directors who retired by rotation. Furthermore, the Meeting resolved to appoint Mrs. Nujchanart Panthawangkun as a new director to replace Mr. Nopporn Boonthanom who resigned from his directorship today. The resolution was passed with the following votes: (1) Miss Chitra Srisakorn Approved 844,188,681 votes, equal to 99.90 % of all votes of shareholders who attended and exercised their votes. Disapproved 886,100 votes, equal to 0.10% of all votes of shareholders who attended and exercised their votes. Abstained 9,315,500 votes (2) Mr. Wirat Uanarumit Approved 747,271,182 votes, equal to 100.00 % of all votes of shareholders who attended and exercised their votes. Disapproved - votes, equal to - % of all votes of shareholders who attended and exercised their votes. Abstained 107,119,099 votes (3) Mr. Wanchak Buranasiri Approved 844,188,681 votes, equal to 99.90 % of all votes of shareholders who attended and exercised their votes. Disapproved 886,100 votes, equal to 0.10% of all votes of shareholders who attended and exercised their votes. Abstained 9,315,500 votes (4) Mr. Kriengkrai Thiennukul Approved 747,271,182 votes, equal to 100.00 % of all votes of shareholders who attended and exercised their votes. Disapproved - votes, equal to - % of all votes of shareholders who attended and exercised their votes. Abstained 107,119,099 votes (5) Mrs. Nujchanart Panthawangkun Approved 747,271,182 votes, equal to 100.00 % of all votes of shareholders who attended and exercised their votes. Disapproved - votes, equal to - % of all votes of shareholders who attended and exercised their votes. Abstained 107,119,099 votes Therefore, the Company would like to announce the list of the Board of Directors as at 29 April 2008 as follows: (1) Mr. Kovit Poshyananda Chairman of the Board / Independent Director (2) Mr. Chittin Sibunruang Deputy Chairman (3) Mr. Apichart Chutrakul Director (4) Mr. Srettha Thavisin Director (5) Mr. Wanchak Buranasiri Director (6) Mr. Visarl Chowchuvech Independent Director / Chairman of the Audit Committee (7) Miss Chitra Srisakorn Independent Director / member of the Audit Committee (8) Mr. Wirat Uanarumit Independent Director (9) Mr. Kriengkrai Thiennukul Director (10) Mrs. Nujchanart Panthawangkun Director Item 7. Determined the remuneration for the year 2008 to the Board of Directors and Audit Committee at the rate as follows: 7.1 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 2008 shall be paid to the four non-executive directors as follows: Name Position Special Remuneration Rate (Baht) 1. Mr. Kovit Poshyananda Chairman of the Board 700,000.- 2. Mr. Chittin Sibunruang Deputy Chairman of the Board 400,000.- 3. Mr. Visarl Chowchuvech Independent Director 400,000.- 4. Miss Chitra Srisakorn Independent Director 400,000.- 7.2 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 854,390,281 votes, equal to 100.00 % of all votes of shareholders who attended and exercised their votes. Disapproved - votes, equal to - % of all votes of shareholders who attended and exercised their votes. Abstained - votes Item 8. Appointed the following persons as auditors and fix the auditing fee for the year 2008. 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 2008, amounting to 2,120,000.-Baht. The resolution was passed by an unanimous vote as follows: Approved 854,390,281 votes, equal to 100.00 % of all votes of shareholders who attended and exercised their votes. Disapproved - votes, equal to - % of all votes of shareholders who attended and exercised their votes. Abstained - votes Item 9. Approved the decrease of the registered capital of the Company, which would be made from the existing registered capital of 19,238,471,822.56 Baht to be the new registered capital of 19,238,147,475.60 Baht by canceling its registered but un-issued share in the number of 75,782 shares, as well as, 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 19,238,147,475.60 Baht Divided into 4,494,894,270 shares With the par value of 4.28 Baht each Shares are classified into:- Ordinary Shares of 4,494,894,270 shares Preference Shares - shares" The resolution was passed by an unanimous vote as follows: Approved 854,390,281 votes, equal to 100.00 % of all votes of shareholders who attended and exercised their votes. Disapproved - votes, equal to - % of all votes of shareholders who attended and exercised their votes. Abstained - votes 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 854,390,281 votes, equal to 100.00 % of all votes of shareholders who attended and exercised their votes. Disapproved - votes, equal to - % of all votes of shareholders who attended and exercised their votes. Abstained - votes 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 854,006,540 votes, equal to 99.96 % of all votes of shareholders who attended and exercised their votes. Disapproved 383,741 votes, equal to 0.04 % of all votes of shareholders who attended and exercised their votes. Abstained - 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 854,006,540 votes, equal to 99.96 % of all votes of shareholders who attended and exercised their votes. Disapproved 383,741 votes, equal to 0.04 % of all votes of shareholders who attended and exercised their votes. Abstained - votes Please be informed accordingly. Yours sincerely, (Mr. Wanchak Buranasiri) Senior Executive Vice President