SET Releases

(Translation) No. Tor.Hor. 020/2010 April 26, 2010 Subject : Informed the resolution of the ordinary meeting of the shareholders No. 36 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. 36 on Monday, April 26, 2010, at 11.00 a.m., at the Chao Praya Room 1 at the Montien Riverside Hotel, 372, Rama 3 Road,Bangklo, Bangkolaem, Bangkok. At the beginning of the meeting, there are shareholders and proxies total 101 headcounts represent 65 persons, holding 110,142,190 shares attend the meeting, equivalent to 91.79% of the issued and paid-up shares 120,000,000 shares (1 share equal 1 vote). The details of the resolutions are as follows: 1. Unanimous approval of the minutes of the 35th Ordinary Shareholder's Meeting on April 27,2009 with the voting results of the shareholders who attend and have the voting rights, as follows : Approval 104 shareholders 110,205,210 votes equivalent to 100% Disapproval 0 0 Abstention 0 0 Remark : Before entering this agenda, an additional 3 shareholders and/or proxies, representing 3 shareholders and holding 63,020 shares, joined the meeting, thereby rendering the total number of shareholders and proxies attending the meeting to become 68 persons, representing 104 shareholders and holding 110,205,210 shares altogether, accounting for 91.84% of the company's total number of shares already issued and paid-up. 2. Acknowledgement of the board report of the preceding year. 3. Unanimous approval of the Financial Statements ending on December 31, 2009 with the voting results of the shareholders who attend and have the voting rights, as follows : Approval 104 shareholders 110,205,210 votes equivalent to 100% Disapproval 0 0 Abstention 0 0 4. Unanimous approval of the proposal of the board of directors for appropriation of profit and dividend as follows: - appropriation of general reserve Baht 8.0 million. - payment dividend for 2009 at the rate of Baht 0.75 per share, to the shareholders of 120 million shares totaling Baht 90.0 million from BOI project Kabinburi 3 promotional certificate No.1329 (1)/2544. The above dividend distribution shall be payable to the shareholders entitling to receive the dividend according to the record date on Tuesday, May 4, 2010 and share register book shall be closed on Thursday, May 6, 2010. The dividend payment will be made on Friday May 21, 2010 with the voting results of the shareholders who attend and have the voting rights, as follows : Approval 104 shareholders 110,205,210 votes equivalent to 100% Disapproval 0 0 Abstention 0 0 5. To elect directors to replace directors retiring at the expiration of term and fix the Directors' remuneration (5.1) Approval of the re-elected 3 directors retiring upon term completion, to serve another term. as follows: 1. Mr. Wichai Suthitivanich Unanimous approval with the voting results of the shareholders who attend and have the voting rights, as follows : Approval 105 shareholders 110,209,010 votes equivalent to 100% Disapproval 0 0 Abstention 0 0 2. Mr. Supotch Pakaworawuth Unanimous approval with the voting results of the shareholders who attend and have the voting rights, as follows : Approval 105 shareholders 110,209,010 votes equivalent to 100% Disapproval 0 0 Abstention 0 0 3. Mr. Wanchai Umpungart Unanimous approval with the voting results of the shareholders who attend and have the voting rights, as follows : Approval 105 shareholders 110,209,010 votes equivalent to 100% Disapproval 0 0 Abstention 0 0 Thus, the remaining 9 board of directors for 2010 as below: 1. Mr. Boonsithi Chokwatana 2. Mr. Manu Leelanuwatana 3. Mrs.Varindr Leelanuwatana 4. Mr. Wichai Suthitivanich 5. Ms. Dusadee Soontrontumrong 6. Mr. Supotch Pakaworawuth 7. Mr. Padoong Techasarintr 8. Mr. Wanchai Umpungart 9. Assoc.Prof. Nares Kesaprakorn Mr. Padoong Techasarintr, Mr.Wanchai Umpungart and Assoc.Prof. Nares Kesaprakorn have held the position of Independent Directors and Audit Committee members. Remark : Before entering this agenda, an additional 1 shareholder and/or proxy, representing 1 shareholder and holding 3,800 shares, joined the meeting, thereby rendering the total number of shareholders and proxies attending the meeting to become 69 persons, representing 105 shareholders and holding 110,209,010 shares altogether, accounting for 91.84% of the company's total number of shares already issued and paid-up. (5.2) Unanimous approval of the directors' remuneration not more than Baht 8.0 million with the standard and means as proposed by the board of directors with the voting results of the shareholders who attend and have the voting rights, as follows : Approval 105 shareholders 110,209,010 votes equivalent to 100% Disapproval 0 0 Abstention 0 0 6. Unanimous approval the appointment of Mr.Anusorn Kiatgungwalgri, Certified Public Accountant No.2109 and/or Mrs. Kwunjai Kiatgungwalgri Certified Public Accountant No. 5875, of ASV & Associates Limited to be the company's auditor for the year 2010, as following fee chart. Details 2010 (Baht) 1. Reviews of financial statements in quarters 1 - 3 360,000 2. Audit fees for the period ending December 31 500,000 Total 860,000 with the voting results of the shareholders who attend and have the voting rights, as follows : Approval 105 shareholders 110,209,010 votes equivalent to 100% Disapproval 0 0 Abstention 0 0 7. Unanimous approval of amendment of the Memorandum of Association that amendments be made to article 3 by amending the Company's objects in article 12 and adding 4 other articles, thus increasing the objects from 21 articles to a total of 25 articles Current Objects Amended Objects Reasons Article 12. To Article 12. To carry out the business In the operation of guarantee debts, of guaranteeing debts, liabilities and the Company's liabilities or contractual the performances of contracts by business, there are performance, or to other persons, including to provide conflicts or claims by guarantee a person guarantee services for persons third parties which with our without a arriving into the country or departing the Company might personal or proprietary to a foreign country pursuant to the find it necessary to security, and whether law on immigration, law on taxes and provide guarantees such person is a other laws, including also the for Directors or natural person or provision of bail for suspects in a officers of the juristic person by entry criminal case or bail for defendants in Company who had into the Kingdom. court or the guarantee of persons or committed acts in the properties with a competent official course of their duties under the provisions of various laws. and on behalf of the Company. - None - Article 22. To carry out the business To support the of direct sales or direct marketing business expansion of pursuant to the Direct Sales and the Company by the Direct Marketing Act B.E. 2545 increase of product (2002), including other additional sales channels laws enacted in the future in relation through the internet to the business of direct sales and and other media so direct marketing (upon grant of as to acquire a wider license by the relevant agency). access to consumers. - None - Article 23. To carry out the business of sales of products or services or the business of electronic commerce under the Company's objects, or to carry out any other business, whether via the internet, printed matters, television or electronic media or any other systems or by the use of any electronic equipment or devices, including the creation and administration of websites and/or websites pertaining to the provision of financial services, the provision and servicing of internet advertising, internet search engine services, the collection of service charges and advertising fees (upon grant of license by the relevant agency). Current Objects Amended Objects Reasons - None - Article 24. To carry out the business of electronic payment services under the law on control of electronic payment services and other relevant laws, and the provision of payment agent services (upon grant of license by the relevant agency). - None - Article 25. To carry out the business To conform to current of providing services on business operations procurements, installments, as well as to support compilation, processing and archiving the Company's future data, and any other services relating business expansions. to information technology. with the voting results of the shareholders who attend and have the voting rights, as follows : Approval 107 shareholders 110,209,210 votes equivalent to 100% Disapproval 0 0 Abstention 0 0 Remark : Before entering this agenda, an additional 2 shareholders and/or proxies,representing 2 shareholders and holding 200 shares, joined the meeting, thereby rendering the total number of shareholders and proxies attending the meeting to become 71 persons, representing 107 shareholders and holding 110,209,210 shares altogether, accounting for 91.84% of the company's total number of shares already issued and paid-up. 8. Unanimous approval of amendment of the Company's Articles in article 30,and to repeal article 18 and article 65 Current Articles New Articles Reasons Article 18. During the period - repealed - To confer greater of twenty-one (21) days prior benefits and rights of to each shareholder meeting, shareholders by way of the Company may cease to the study of meeting effect registration of the information, the Company share transfers by therefore requests the announcing to the repeal of existing articles shareholder at the head and in order to enable the branch offices of the Company to determine Company not less than the record date of fourteen (14) days prior to shareholders' register in the commencement date of accordance with the cessation of the registration Public Limited Companies of share transfer. Act or the Securities and Exchange Act. Article 30. The Board of Article 29. The Board of To achieve suitability and Directors shall have the Directors shall have the flexibility in operations. powers and duties to powers and duties to operate the Company in operate the Company in accordance with the laws, accordance with the laws, objectives, articles of objectives, articles of association and resolutions association and resolutions of the shareholder meeting. of the shareholder meeting. The Board of The Board shall be Directors shall have the the appointer of Directors power to elect certain and/or other persons having number of directors to be an the status of an employee administrative committee to or hired worker of the carry out any or many Company and/or a third business subject to any party to constitute an condition or may assign a Executive Committee to director or other persons to carry out any one or several perform any act on behalf of activities, with or without the Board of Directors. any conditions, or may assign a Director or other persons to perform any act on behalf of the Board. Article 65. In the case - repealed - As at present, the where the Company or its Notification of the Capital subsidiaries enters into Market Supervisory Board connecting transaction, in Re: Rules for Substantial accordance with The Transactions within the notification by the board of Scope of an Acquisition or governors of the stock Disposal of Assets, and exchange of Thailand Rules for Connected regarding Disclosure of Transactions has already Information and Other Acts been published, it is of Listed Companies therefore requested that Concerning the Connected article 65 of the Company Transactions, 2003 No.2, Articles be repealed and 2004 and No.3, 2004 the rules under such respectively, or otherwise Notification be applied enters into such transaction instead. related to the acquisition or disposition of assets of the Company or its subsidiaries, in accordance with The notification by the board of governors of the stock exchange of Thailand regarding Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition and Disposition of Assets, 2004, as the case may be, the Company shall thereupon be required to comply with the requirements and procedures being specified in such related notifications. Above paragraph one shall not apply in the case where such company securities have not been earlier registered with The Stock Exchange of Thailand. with the voting results of the shareholders who attend and have the voting rights, as follows : Approval 107 shareholders 110,209,210 votes equivalent to 100% Disapproval 0 0 Abstention 0 0 The company hereby reports to the SET accordingly. Faithfully Yours, Dusadee Soontrontumrong (Miss Dusadee Soontrontumrong) Deputy Managing Director