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Informing the additional agenda of the AGM of Shareholders

TCAP.MDO.099/2008

March 27, 2008

Subject Informing the agenda of the Annual General Meeting of Shareholders (additional)
Attention President Stock Exchange of Thailand
Reference: The letter of Thanachart Capital Public Company Limited TCAP.MDO. 083/2008 dated February 28, 2008


Thanachart Capital Public Company Limited held the meeting of the Board of Directors No.3/2008 dated March 27, 2008 at Thong-Kwow room, 16th floor, MBK Tower, Wangmai Sub-district, Phathumwan District, Bangkok, the essential resolutions were informed as follows:

Tentatively, the agenda in the Annual General Meeting of Shareholders 2008 was additional from the previous one dated February 28, 2008 attached on the reference with 2 agendas as follows:

1. Propose the nomination of those directors whose terms were expired

2. Acknowledge the remuneration of Directors the year 2008 and allocation of the allowance of Directors from the business performance the year 2007

Therefore, the agenda of the Annual General Meeting of Shareholders the year 2007

The first agenda Review and rectify the minutes of the Annual General Meeting of Shareholders the year 2007

The Board's comments: the meeting of shareholders rectified the minutes of that certain meeting
The second agenda Acknowledge of the report of the Company's business performance in the period of 2007

The Board's comments: the meeting shall acknowledge the report of the Company's business performance in the period of 2007
The third agenda Approve the Balance Sheets and Income Statements as of December 31, 2007 which had been verified by the Board of Directors

The Board's comments: the meeting of shareholders shall approve the reviewed and audited Balance Sheets and Income Statements as of December 31, 2007 by the Audit Committee and the Company's Board of Directors
The forth agenda Acknowledge the profit allocation and dividend payment for the performance of 2007.

The Board's comments: agreed to present to the meeting of shareholders regarding performance result in 2007 and dividend payment as follows:

(1) Acknowledge the reserve of 5 percent of net income according to the law.
(2) Approve for dividend payment of the performance result in the second half of 2007, from July 1 - December 31, 2007 at 0.60 Baht per share. The closing date for registrar book of the rights to receive dividends is May 13, 2008 at 12:00 hours and the dividend payment is on May 27, 2008.
The fifth agenda Assessment of the remuneration of the Company's directors of 2008 and the performance allowance to the directors based on the performance in 2007.

The Board's comments: agreed to present to the meeting of shareholders in director's remuneration fees with details as follows:

(1) Acknowledge the remuneration fee for the Company's directors in the year 2008 which consists of position allowance and meeting stipends.
(2) Set the performance allowance at the rate of 1 percent of dividends approved to pay to shareholders for the performance of 2007 (whole year) which is the rate used since 1993.
The sixth agenda Assessment of the election of the Company's directors to replace the director who had completed his terms

The Board's comments: The Board of Directors excluding benefit-related director had agreed to the proposal of the Nomination Committee and agreed to present to the Shareholders Meeting for the reelection of the directors who had completed their terms. These directors are as follows:

1. Mrs. Siripen Sitasuwan
2. Mr. Suphadej Poonpipat
3. Mr. Anuwat Luengtawekul
The seventh agenda Assessment of auditor appointment and auditor's fees for the year 2008

The Board's comments: Agreed with the proposal of Audit Committee and agreed to present to the Shareholders Meeting to consider appointing Ernst and Young Office Limited. The auditors are as follows:

1. Mr. Narong Pantawongs Certified Auditor No. 3315; and/or
2. Ms. Ratana Jala Certified Auditor No.3734; and/or
3. Ms. Rungnapa Lertsuwankul Certified Auditor No. 3156,

Anyone of them is the auditor who suggests and signs the name on the financial statements of the Company for the year 2008. In addition, the auditing fee was proposed to be set at Baht 1,650,000.
The eight agenda Miscellaneous

          The Annual Meeting of Shareholders of 2008 will be held on 28 April 2008 at 15:00 hours and set the closing date of registrar book, to reserve the right in attending the meeting, at 12:00 hours on 8 April 2008 onward until the meeting is adjourned.

 

With Respect,
Thanachart Capital Public Company Limited

 

 

(Mr. Anuwat Luengtawekul)
Director and Executive Vice President

Corporate Secretariate Section

Mr. Panupan Tuangthong

Tel. 0-2217-8082