ข่าวแจ้งตลาดหลักทรัพย์

(Translation) 4 May 2010 Subject : Resolution of the Annual General Meeting of Shareholders No. 15/2010 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. 15/2010 held on 30 April 2010 at 14.00 hours, at Kamolthip Room # 2-3, 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 Extraordinary Meeting of Shareholders No. 1/2009 on 6 November 2009. The resolution was passed by the majority votes of the shareholders attending the Meeting and having the right to vote as follows: Approved 906,497,689 votes, equal to 99.98 % 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 181,910 votes, equal to 0.02 % of all votes of shareholders who attended and had the right to exercise their votes at the Meeting. Item 2. Certified the Company's Annual Report and the Board of Directors' Report of the work done for the period of 2009. The resolution was passed by the majority votes of the shareholders attending the Meeting and having the right to vote as follows: Approved 906,942,226 votes, equal to 99.98 % 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 181,910 votes, equal to 0.02 % of all votes of shareholders who attended and had the right to exercise their votes at the Meeting. 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 2009. The resolution was passed by the majority votes of the shareholders attending the Meeting and having the right to vote as follows: Approved 906,942,226 votes, equal to 99.98 % 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 181,910 votes, equal to 0.02 % of all votes of shareholders who attended and had the right to exercise their votes at the Meeting. Item 4. Approved the appropriation of net profit from 2009 operating results, amounting to 80,376,876.35 Baht as legal reserves, and approved the dividend payment for 2009 performance at the rate of 0.52 Baht (Fifty Two Stang) per share. The Company has fixed the Record Date on which shareholders have the right to receive dividend as 17 March 2010 and fixed the share register book closing date as 18 March 2010 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 18 May 2010. The resolution was passed by the majority votes of the shareholders attending the Meeting and having the right to vote as follows: Approved 907,020,726 votes, equal to 99.98 % 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 181,910 votes, equal to 0.02% of all votes of shareholders who attended and had the right to exercise their votes at the Meeting. Item 5. Approved the four directors who retired by rotation, i.e. Mr. Srettha Thavisin,Mr. Wanchak Buranasiri, Mr. Jesadavat Priebjrivat and Mr. Porntat Amatavivadhana, were re-elected as directors of the Company for the next term. The resolution was passed by the majority votes of the shareholders attending the Meeting and having the right to vote as follows: (1) Mr. Srettha Thavisin Approved 904,487,426 votes, equal to 99.70 % of all votes of shareholders who attended and had the right to exercise their votes at the Meeting. Disapproved 61,700 votes, equal to 0.01 % of all votes of shareholders who attended and had the right to exercise their votes at the Meeting. Abstained 2,653,510 votes, equal to 0.29 % of all votes of shareholders who attended and had the right to exercise their votes at the Meeting. (2) Mr. Wanchak Buranasiri Approved 904,487,426 votes, equal to 99.70 % of all votes of shareholders who attended and had the right to exercise their votes at the Meeting. Disapproved 61,700 votes, equal to 0.01 % of all votes of shareholders who attended and had the right to exercise their votes at the Meeting. Abstained 2,653,510 votes, equal to 0.29 % of all votes of shareholders who attended and had the right to exercise their votes at the Meeting. (3) Mr. Jesadavat Priebjrivat Approved 904,476,426 votes, equal to 99.70 % of all votes of shareholders who attended and had the right to exercise their votes at the Meeting. Disapproved 61,700 votes, equal to 0.01 % of all votes of shareholders who attended and had the right to exercise their votes at the Meeting. Abstained 2,664,510 votes, equal to 0.29 % of all votes of shareholders who attended and had the right to exercise their votes at the Meeting. (4) Mr. Porntat Amatavivadhana Approved 904,476,426 votes, equal to 99.70 % of all votes of shareholders who attended and had the right to exercise their votes at the Meeting. Disapproved 61,700 votes, equal to 0.01 % of all votes of shareholders who attended and had the right to exercise their votes at the Meeting. Abstained 2,664,510 votes, equal to 0.29 % of all votes of shareholders who attended and had the right to exercise their votes at the Meeting. Therefore, the Company would like to announce the list of the Board of Directors as at 30 April 2010 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 Chief Operating Officer (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 2010 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 2010 shall be paid to the four non-executive directors as follows: Name Position Special Remuneration Rate (Baht) Mr. Kovit Poshyananda Chairman of the Board / 1,500,000 Independent Director Mr. Mana Noppun Independent Director 1,000,000 Mr. Jesadavat Priebjrivat Independent Director 1,000,000 Mr. Wirat Uanarumit Independent Director 1,000,000 Mr. Kriengkrai Thiennukul Director 1,000,000 Mrs. Nujchanart Panthawangkun Director 1,000,000 Mr. Porntat Amatavivadhana Independent Director 1,000,000 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 the more than two-third of the total number of votes of the shareholders attending the Meeting (Section 90 of Public Limited Companies B.E. 2535) as follows: Approved 904,639,626 votes, equal to 99.71 % of all votes of shareholders who attended the Meeting. Disapproved 11,000 votes, equal to 0.00 % of all votes of shareholders who attended the Meeting. Abstained 2,653,510 votes, equal to 0.29 % of all votes of shareholders who attended the Meeting. Item 7. Appointed the following persons as auditors and fix the auditing fee for the year 2010. 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 2010, amounting to 2,275,000.-Baht. The resolution was passed by the majority votes of the shareholders attending the Meeting and having the right to vote as follows: Approved 906,799,387 votes, equal to 99.94 % of all votes of shareholders who attended and had the right to exercise their votes at the Meeting. Disapproved 329,900 votes, equal to 0.04 % of all votes of shareholders who attended and had the right to exercise their votes at the Meeting. Abstained 181,910 votes, equal to 0.02 % of all votes of shareholders who attended and had the right to exercise their votes at the Meeting. Item 8. Approved the Plan to Issue and Offer the Ordinary Share- Purchase Warrants of the Company to the directors and employees of the Company and its Subsidiaries # 6 (ESOP # 6) as appeared in the summary of the ESOP # 6 Plan which had already been distributed to the shareholders. The resolution was passed by more than three-quarters of the total number of votes of the shareholders attending the Meeting, with no objection from shareholders of more than 10 (ten) percent of the total voting right of the Shareholders attending the Meeting as follows: Approved 898,590,199 votes, equal to 99.70 % of all votes of shareholders who attended the Meeting. Disapproved 2,544,100 votes, equal to 0.28 % of all votes of shareholders who attended the Meeting. Abstained 181,910 votes, equal to 0.02 % of all votes of shareholders who attended the Meeting. Item 9. Approved the amendment of the resolution made at the Extraordinary Meeting of Shareholders No. 1/2009 held on 6 November 2009 Re: The allotment of 1,473,000,000 new shares (which were approved by the resolution under the Extraordinary Meeting of Shareholders No.1/2007 held on 18 January 2007) as follows: (a) to approve the new allotment of the Company's newly issued shares by allocating the 1,398,000,000 ordinary shares (which were approved by the resolution of the Extraordinary Meeting of Shareholders No. 1/2007 held on 18 January 2007) on a Private Placement basis according to the relevant laws and/or rules and/or regulations. The allotment and offer of such new ordinary shares may be made in whole at one time or divided into several parts to be offered and sold from time to time, at the offering price which is not less than 4.28 Baht per share and not less than 90 percent of the Market Price of the Company's share, calculated according to the relating rules and regulations,prior to the offering date by mean of Private Placement, and to approve the Board of Directors or any person assigned by the Board of Directors shall be authorized to allocate such new ordinary shares,locally and/or internationally, and shall also be authorized (1) to fix the subscription period,conditions and any other relating details of each allotment, including the determination of the offering price and Market Price in accordance with the Notification of the Securities and Exchange Commission and/or the that of Capital Market Supervisory Board and/or any other regulation relating thereto. The Company shall also, from time to time, register the change of its paid-up capital to the Ministry of Commerce, based on the numbers of allotted and issued shares for each allotment and offer (2) to execute applications, any necessary supporting documents and evidence relating to the allocation of such shares, including to contact and to file such application forms, documents and evidence with the authorities or government agencies concerning the allocation of such shares and the listing of such shares on the Stock Exchange of Thailand, and (3) to take any other related actions which are deemed necessary and appropriate for the issuance and offering of such shares. In case there are any shares remaining unsubscribed from those offering, the Board of Directors will propose to the next shareholders' meeting for its consideration about either canceling or re-allotting them pursuant to the resolution of such shareholders' meeting. (b) to approve the allocation of the 75,000,000 newly issued ordinary shares of the Company's (which were approved by the resolution of the Extraordinary Meeting of Shareholders No. 1/2007 held on 18 January 2007) as the shares reserved for the exercise of the right of the ordinary share-purchase warrants according to the Plan to Issue and Offer the Ordinary Share- Purchase Warrants of Sansiri Public Company Limited to the Directors and Employees of the Company and its Subsidiaries # 6 (ESOP # 6 Plan) The resolution was passed by the majority votes of the shareholders attending the Meeting and having the right to vote as follows: Approved 754,625,284 votes, equal to 83.16 % of all votes of shareholders who attended and had the right to exercise their votes at the Meeting. Disapproved 52,609,269 votes, equal to 16.82 % of all votes of shareholders who attended and had the right to exercise their votes at the Meeting. Abstained 181,910 votes, equal to 0.02 % 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 more than three-quarters of the total number of votes of the shareholders attending the Meeting as follows: Approved 907,294,553 votes, equal to 99.98 % of all votes of shareholders who attended the Meeting. Disapproved -0- votes, equal to -0- % of all votes of shareholders who attended the Meeting. Abstained 181,910 votes, equal to 0.02 % of all votes of shareholders who attended the Meeting. Please be informed accordingly. Yours sincerely, (Mr. Wanchak Buranasiri) Director and Chief Operating Officer