Thanachart Capital Public Company Limited
TCAP.MDO. 108/2007
April 30th, 2007
Subject The resolution of the Annual General Meeting of Shareholders for the year 2007
Attention President Stock Exchange of Thailand
As the Thanachart Capital Public Company Limited (the Company) convened the Annual General Meeting of Shareholders for the year 2007 on April 30th, 2007 at Ballroom 2-3 Royal Orchid Sheraton Hotel, Captain Bush Lane, Chareonkrung Road, Khwaeng Si praya, Khet Bangrak, Bangkok. The Company deems it appropriate to inform you of the signification resolutions as passed in such meeting as follows:
1. The Meeting acknowledged regarding the report total 3 items are as follow:
1.1 The operational results of the year 2006 of the Board of Directors as proposed unless any resolutions.
1.2 The report of remuneration payment for the Board of Directors of the year 2006 amounted to Baht 7,800,000. Such matter was allocated by the Board of Directors in form of meeting stipends and position allowance to all directors total to Baht 7,640,000.
Moreover, the remuneration of other committees for the year 2006 which approved by the Board of Directors are as follow:
* The Executive Committee, gained the remuneration in form of meeting stipends totaled to Baht 830,000, for the meeting total 12 times.
* The Audit Committee, gained the remuneration in form of meeting stipends totaled to Baht 860,000, for the meeting total 8 times.
* The Remuneration Committee, gained the remuneration in form of meeting stipends totaled to Baht 105,000, for the meeting total 3 times.
* The Nominating Committee, gained the remuneration in form of meeting stipends totaled to Baht 35,000, for the meeting total 1 times.
1.3 The report regarding the significant procedure of the Company and Thanchart Bank Public Company Limited with respect to entitling to buy and sell agreement of Thanachart Bank with The Bank of Nova Scotia Bank Asia Limited, as the information which already informed to The Stock Exchange of Thailand.
2. The Meeting passed a Resolution with the votes more than a half of the number of shares which attended the Meeting and have the right to votes for approving the following businesses:
2.1 Certified the minute of Annual General Meeting of Shareholders for the year 2006. The meeting was held on April 27th, 2006 at Ballroom, Four Seasons Hotel, Bangkok. The details of the approval are as follow:
| Approved by No.of shares | 469,971,322 | Equivalent to 100% |
| Disapproved by No. of shares | - | Equivalent to - |
| Abstained by Voters No. of shares | - | Equivalent to - |
| Total shares | 469,971,322 | Equivalent to 100% |
2.2 Approved the balance sheet and the profit and loss statement ended at December 31st, 2006. The details of the approval are as follow:
| Approved by No.of shares | 474,037,438 | Equivalent to 100% |
| Disapproved by No. of shares | - | Equivalent to - |
| Abstained by Voters No. of shares | - | Equivalent to - |
| Total shares | 474,037,438 | Equivalent to 100% |
2.3 Aapproved the allocation of the net profit for the operational results for the year 2006 and approve the dividend payment as the following details:
| * The Company's net profit | Baht 1,467,866,826.23 |
| - As a legal reserve | Baht 73,.393,341.31 |
| - Interim dividend payment at rate of Baht 0.30 per share (From the operational results of the first half year 2006) | Baht 399,946,200.90 |
| - Dividend payment for the second half year at rate of Baht 0.50 per share | Baht 666,577,001.50 |
| - Total net profit allocation | Baht 1,139,916,543.71 |
Moreover, also approved to transfer the profit totaled to Baht 401,343,623.83, which contents of the allocating profit as a legal reserve totaled to Baht 73,.393,341.31 and the net profit which remains after the allocation amounted to Baht 327,950,282.52 to be the capital of the Company.
Thus, the closing date of the registration book was scheduled on May 15th, 2007 since 12.00 am. and the dividend payment was scheduled on May 29th, 2007.
The details of the approval are as follow:
| Approved by No.of shares | 474,069,938 | Equivalent to 100% |
| Disapproved by No. of shares | - | Equivalent to - |
| Abstained by Voters No. of shares | - | Equivalent to - |
| Total shares | 474,069,938 | Equivalent to 100% |
2.4 Re-appoint the 4 directors who retired by rotation as following listing;
1. Mr. Banterng Tantiwit
2. Mr. Pimol Rattapat
3. Mr. Somkiat Sukdheva
4. Miss Suchada Pavananunt
The details of the approval are as follow:
1. Mr. Banterng Tantiwit
| Approved by No.of shares | 467,033,188 | Equivalent to 98.515% |
| Disapproved by No. of shares | - | Equivalent to - |
| Abstained by Voters No. of shares | 7,040,000 | Equivalent to 1.485% |
| Total shares | 474,073,188 | Equivalent to 100% |
2. Mr. Pimol Rattapat
| Approved by No.of shares | 467,033,188 | Equivalent to 98.515% |
| Disapproved by No. of shares | - | Equivalent to - |
| Abstained by Voters No. of shares | 7,040,000 | Equivalent to 1.485% |
| Total shares | 474,073,188 | Equivalent to 100% |
3. Mr. Somkiat Sukdheva
| Approved by No.of shares | 467,033,188 | Equivalent to 98.515% |
| Disapproved by No. of shares | - | Equivalent to - |
| Abstained by Voters No. of shares | 7,040,000 | Equivalent to 1.485% |
| Total shares | 474,073,188 | Equivalent to 100% |
4. Miss Suchada Pavananunt
| Approved by No.of shares | 467,033,188 | Equivalent to 98.515% |
| Disapproved by No. of shares | - | Equivalent to - |
| Abstained by Voters No. of shares | 7,040,000 | Equivalent to 1.485% |
| Total shares | 474,073,188 | Equivalent to 100% |
2.5 Appointed the Auditors of the Company from Ernst & Young Auditing Office as following listing;
1. Miss Rattana Jala Certified auditor no. 3734 or
2. Miss Rungnapa Lertsuwankul Certified auditor no. 3516 or
3. Mr. Narong Pantawongs Certified auditor no. 3315 anyone of them to be the auditors and show the opinion regarding the balance sheet of the Company for the year 2007 , also fixing the auditing fee at Baht 1,850,000.
The details of the approval are as follow:
| Approved by No.of shares | 474,164,559 | Equivalent to 100% |
| Disapproved by No. of shares | - | Equivalent to - |
| Abstained by Voters No. of shares | - | Equivalent to - |
| Total shares | 4,164,559 | Equivalent to 100% |
3. The Meeting passed a resolution with the votes more than two of third of the number of shares which attended the Meeting and have the right to votes for approving the businesses regarding the remuneration of the Board of Director as following details:
3.1 Paying the allowance to the Board of Directors at the rate 1% of the approved dividend payment in the line with the operational results of the year 2006 amounted to Baht 10,665,232,02. Such matter shall be allocated by the Board of Directors.
The details of the approval are as follow:
| Approved by No.of shares | 470,765,899 | Equivalent to 99.281% |
| Disapproved by No. of shares | 3,407,700 | Equivalent to 0.719% |
| Abstained by Voters No. of shares | - | Equivalent to - |
| Total shares | 4,164,559 | Equivalent to 100% |
3.2 Adjusting the directors' remuneration budget for the whole year by increasing from Baht 7,800,000 to Baht 8,600,600 or increasing at rate 10.26%. Hereof, The Company still remains the remuneration per month and per time of the Meeting at as before. The said increasing amounted to Baht 800,000 purpose for flexibility in which cases the directors' meeting more than 12 times per year.
The details of the approval are as follow:
| Approved by No.of shares | 470,741,899 | Equivalent to 99.278% |
| Disapproved by No. of shares | 3,407,700 | Equivalent to 0.719% |
| Abstained by Voters No. of shares | 15,000 | Equivalent to 0.003% |
| Total shares | 474,164,559 | Equivalent to 100% |
8. The Meeting passed a resolution with the votes more than three of forth of the number of shares which attended the Meeting and have the right to votes for approving the Company enable to dispose the investment in its 8 subsidiaries to the Thanachart Bank Public Company Limited. Such matter shall proceed by selling all shares which hold by the Company at latest book value before such buying and selling. Thus, such regard shall totally less than Baht 4,670,000,000. The 8 subsidiaries are;
1. Thanachart Securities Public Company Limited
2. Thanchart Fund Management Company Limited
3. Thanachart Life Assurance Company Limited
4. Thanachart Insurance Company Limited
5. Thanachart Management and Service Company Limited
6. Thanachart Legal and Appraisal Company Limited
7. Thanachart Group Leasing Company Limited
8. Thanachart Broker Company Limited
The details of the approval are as follow:
| Approved by No.of shares | 473,039,698 | Equivalent to 99.763% |
| Disapproved by No. of shares | 1,125,000 | Equivalent to 0.237% |
| Abstained by Voters No. of shares | 1 | Equivalent to 0.000% |
| Total shares | 474,164,559 | Equivalent to 100% |
Please be informed accordingly and subsequently report to the public.
Yours Sincerely,
Thanachart Capital Public Company Limited
Suphadej Poonpipat
President and Chief Executive Officer
Strategy and Planning Group
Mrs. Natkrita P. Swetpacharaporn Tel. 0-2217-8160