SET Releases
Resolution of the ordinary meeting of the shareholders No.33
24 April 2007
(Translation)
No. Tor.Hor. 018/2007
April 23, 2007
Subject : Resolution of the ordinary meeting of the
shareholders No. 33
Attention : Director and Manager of The Stock Exchange of Thailand
Thanulux Public Company Limited would like to announce the
resolutions of the ordinary meeting of the shareholders No.33 on
Monday, April 23, 2007, at 10.30 a.m.,at the Chao Praya Room 2 at
the Montien Riverside Hotel,372, Rama 3 Road,Bangklo, Bangkolaem,
Bangkok. The details of the resolutions are as follows :
1. Unanimously approve the minutes of the 32nd Ordinary
Shareholder Meeting on April 24,2006.
2. Acknowledge the report of the board of directors of the
preceding year.
3. Unanimously approve the Balance Sheet and Income
Statement ending at December 31, 2006.
4. Unanimously approve the proposal of the board of
directors for appropriation of profit and dividend as follows.
- to appropriate general reserve Baht 12.5 million.
- to pay dividend for 2006 at the rate of Baht 1.- per share
totalling Baht 120.0 million from BOI project
Kabinburi 3 promotional certificate No.1329(1)/2544
= Baht 42.0 million
Lamphun 2 promotional certificate No 1396/2543
= Baht 78.0 million
The payment will be on May 18, 2007.
5. Approve the elected directors to replace those who retire
and fix the Director remuneration
5.1 Approve the elected directors to replace those who
retire The 5 directors who retire in period named as below:
1. Mr. Supotch Pakaworawuth
2 . Mr. Vinai Panusuwan
3. Mr. Wichai Suthitivanich
4. Mr. Sopon Narongkananukul
5. Mr. Boonyarith Mahamontri (Audit Committee)
The board of Directors has made the following proposals : to
reappoint two outgoing directors at the completion of terms to
another term as Company Directors namely Mr.Supotch Pakaworawuth
and Mr.Wichai Suthitivanich and appoint two new directors to
fill in the vacant directorial position ,namely Mr.Wanchai
Umpungart and Mr.Nares Kesaprakorn.
Then the shareholder meetings approves the proposal of the
broad of directors by individual while 1 shareholder who hold
56,000 shares made an abstention.
Mr.Wanchai Umpungart and Mr.Nares Kesaprakorn are appointed
to be the Independent Directors and the Audit Committee with the
same term that the Audit Committee can be last, not any member
will be elected for the balance.
5.2 Approve the directors remuneration not more than Baht
12.0 million and assign the board of directors to provide the
remuneration while 1 shareholder who hold 56,000 shares made an
abstention ( 11 directors hold of 7,920,240 shares were not
entitled to vote on this agenda ).
6. Prescription of number of directors, pursuant to the
Board of Director policy, a revision of the Board structure of the
Company in terms of numbers and proportions has been proposed in
order to achieve a suitable level of flexibility. The number of
directors would be reduced from 14 to 9, then for supporting the
restructuring program, 4 directors, Mr.Somchai Songsakdecha,
Mr.Kriangsak Sripaisarn, Mr.Somphol Chaisiriroj and Mr.Porntep
Ongsaranakom (Audit Committee) had resigned from the board.
Mr. Somchai Songsakdecha and Mr.Kriangsak Sripaisarn will be the
advisor of the management, and Mr.Somphol Chaisiriroj is still
the managerial of the company .
Then the shareholder meeting approve the prescription of
number of directors while 1 shareholder who hold 56,000 shares
made an abstention
Thus, the remaining 9 board of directors for 2007 as below:
1.Mr.Boonsithi Chokwatana
2.Mr.Manu Leelanuwatana
3.Mrs.Varindr Leelanuwatana
4.Miss Dusadee Soontrontumrong
5.Mr.Supotch Pakaworawuth
6.Mr.Wichai Suthitivanich
7.Mr.Padoong Techasarint (Independent director
and Audit Committee)
8.Mr.Wanchai Umpungart (Independent director
and Audit Committee)
9.Mr.Nares Kesaprakorn (Independent director
and Audit Committee)
7. Unanimously approve Mr.Virach Aphimeteetamrong,
Certified Public Account auditor No.1378 and/or Mr.Apirak
Atianuwat Certified Public Account auditor No. 5202 of office of
Dr.Virach & Associates Certified Public Account to be the company
auditor for the year 2007,as following fee chart.
Details 2007 (Baht)
1. Fee for reviews of financial statements
for quarters 1 2 3 420,000
2. Audit fee for the year ended December 31 405,000
Total 825,000
For shareholders acknowledgement, the other services fee
from the office of auditor as follows:
Details 2007 (Baht)
1. Fee for reviews of financial statements
for quarters 1 - 3 of subsidiary 120,000
2. Audit fee for the year ended December 31
of subsidiary 95,000
3. Special audit fee for royalty 40,000
expenses
4. Special audit fee for BOI 30,000
5. Observation expense for inventories
writeoff None
Total 285,000
.
Please kindly acknowledge the above matters.
Faithfully Yours,
Dusadee Soontrontumrong
(Miss Dusadee Soontrontumrong)
Deputy Managing Director