Notification of Resolution of the Annual General Meeting of Shareholder No.1/2007

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Apr 30, 2007



April 27, 2007

Subject : Notification of Resolution of the Annual General Meeting of Shareholder No.1/2007

To : The President The Stock Exchange of Thailand

Central Pattana Public Company Limited would like to announce important matters that its shareholders at the Annual General Meeting No.1/2007 held on April 27, 2007 have resolved as follow :

1. Certified the minutes of the Annual General Meeting No.1/2006 held on April 28, 2006 with the following voting results :

- Approve 1,629,155,629 votes
- Disapprove 0 votes
- Abstain 0 votes

2. Acknowledged directors' report for the year 2006.

3. Approved the audited financial statement for the year ended December 31, 2006 with the following voting results :

- Approve 1,775,681,482 votes
- Disapprove 0 votes
- Abstain 2,113,600 votes

4. Approved the dividend payment from the operation of 2006 at 0.31 Baht per share for 2,178,816,000 shares which amounted to Baht 675,432,960. The dividends will be paid on May 25, 2007 to shareholders whose names appear in the Share Register Book as of May 9, 2007 at 12.00 a.m. with the following voting results :

- Approve 1,777,795,082 votes
- Disapprove 0 votes
- Abstain 0 votes

5. Approved the reelection of its 5 directors whose tenure have ended with the following voting results :

1) Mr.Anek Sithiprasasana

- Approve 1,766,426,505 votes
- Disapprove 11,368,577 votes
- Abstain 0 votes

2) Mr.Suthikiat Chirathivat

- Approve 1,766,426,505 votes
- Disapprove 11,368,577 votes
- Abstain 0 votes

3) Mr.Suthichart Chirathivat

- Approve 1,766,426,505 votes
- Disapprove 11,368,577 votes
- Abstain 0 votes

4) Mr.Sudhisak Chirathivat

- Approve 1,766,426,505 votes
- Disapprove 11,368,577 votes
- Abstain 0 votes

5) Mr.Kobchai Chirathivat

- Approve 1,766,426,505 votes
- Disapprove 11,368,577 votes
- Abstain 0 votes

6. Approved the directors' remuneration for the year 2007 with details as follow :

1) Directors' remuneration consisting of :

- Independent Director who serves 70,000 (Baht/Quarter) as the Chairman of the Audit Committee
- Independent Director who serves 60,000 (Baht/Quarter) as a member of the Audit Committee
- Honorary Director 40,000 (Baht/Quarter)
- Executive Director or Director 20,000 (Baht/Quarter) who is Shareholders' representative

2) Meeting allowances for the Board of Directors consisting of:

- Independent Director 30,000 (Baht/Meeting)
- Honorary Director and Executive Director or Director 20,000 (Baht/Meeting) who is Shareholders' representative

3) Meeting allowances for the Audit Committee consisting of:

- The Chairman of the Audit Committee 25,000 (Baht/Meeting)
- Member of the Independent Director 22,500 (Baht/Meeting)

4) Meeting allowances for each member of the Nomination and Remuneration Committee consisting of:

- The Chairman and each member of 20,000 (Baht/Meeting) the Nomination and Remuneration Committee Note that the Meeting allowances for the Nomination and Remuneration Committee shall be retroactive since the appointment of the Nomination and Remuneration Committee in year 2005.

The Meeting has approved the total directors' remuneration for the year 2007 of Baht 6,000,000 with the following voting results that excluded the interested Directors :

- Approve 1,683,205,832 votes
- Disapprove 1,060,900 votes
- Abstain 79,300 votes

7. Approved the appointment the auditors of KPMG Phoomchai Audit Limited as name listed below. Anyone of them shall be empowered to audit and express their opinion on the financial statement for the year 2007 as follow :

1) Mr.Thirdthong Thepmongkorn CPA No. 3787
2) Mr.Winid Silamongkol CPA No. 3378
3) Mrs.Wilai Buranakittisopon CPA No. 3920

And fixed the audit fees for the Company and its subsidiaries amounted to Baht 4,140,000 with the following voting results :

- Approve 1,777,795,082 votes
- Disapprove 0 votes
- Abstain 0 votes

8. Approved the issuance of debentures up to total amount of Baht 8,000 million with certain conditions as follow :

Type of debenture : Secured or unsecured and/or unsubordinated debentures
Total amount of issuance : Up to total amount of Baht 8,000,000,000
Issuing period : Up to ten years
The offering : Offering to investors and/or institutional investors and/or large size investors followed the Notification of the Securities and Exchange Commission and Exchange.

Moreover, the Shareholders have authorized the Board of Directors to consider type of debenture and amount of each issuance within such total amount, including details and other related conditions, negotiation, sign on the documents, and any necessary and appropriate action in respect of the issuance and offer of the said debentures, with the following voting results :

- Approve 1,777,159,182 votes
- Disapprove 633,900 votes
- Abstain 2,000 votes

Please be informed accordingly.

 

Yours faithfully,

 

Mr. Naris Cheyklin
Secretary to the Board of Directors