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Resolution to sommon an AGM for 2008 and dividend payment

TCAP.MDO. 083/2008

February 28, 2008

Subject A resolution to summon an Annual General Meeting of Shareholders for the year 2008 and dividend payment

Attention President The Stock Exchange of Thailand

As the Board of Directors of the Thanachart Capital Public Company Limited (the Company) held the Meeting No. 2/2008 on February 28, 2008 at Dusita room, 16th floor, MBK Tower, Khwaeng Wang Mai, Khet Pathumwan, Bangkok. The Board of Director deems it appropriate to inform you regarding the signification resolutions as follows:

1. Passed the resolution to propose the Shareholders' Meeting for considering the allocation of the net profit for the year 2007 amounted to Baht 2,750,182,959 (seperated financial statement) as follow:

1.1 Proposing the Shareholders' Meeting for acknowledgment regarding the allocation of the annual net profit as legal reserves at 5% of the net profit. It amounted to Baht 137,509,147.95

1.2 Proposing the Shareholders' Meeting for acknowledgement regarding the dividend payment to every shareholder for the operation results of the half year 2007 ended June 30, 2007. It was paid shareholders on November 2, 2007 at Baht 0.30 per share or the total amount of Baht 399,946,200.90.

1.3 Proposing the Shareholders' Meeting for considering the dividend payment from the operational results of the second half year 2007 since July 1, 2007 to December 31, 2007, to all ordinary shareholders and preferred shareholders at the rate of Baht 0.60 per share. Such dividend payment plus the interim dividend payment for the first half year 2007 at Baht 0.30, it equals Baht 0.90 per share.

 

2. Passed a resolution to summon the annual general meeting of shareholders for the year 2008 for consideration of hereunder agendas which required by law as following details:

2.1 Scheduling the date of the Annual General Meeting of Shareholders for the year 2008 on Monday, April 28, 2008 at 15.00 hours, Ballroom, Pathumwan Princess Hotel, Bangkok. The agendas of the meeting are as follow:

Agenda 1. To consider and approve the minute of annual general meeting of shareholders of the year 2007

The opinion of the Board of Directors. The Shareholders' Meeting shall deem it appropriate to approve the said minute.

Agenda 2. To consider for acknowledgement the operational results of the year 2007.

The opinion of the Board of Directors. It deemed appropriated to report the operational results of the Company for the year 2007 for acknowledgement of shareholders' meeting.

Agenda 3. To consider and approve the balance sheets and financial statements ended December 31, 2007 which certified by the Board of Directors of the Company.

The opinion of the Board of Directors. It deemed appropriate to propose the Shareholders' Meeting for approving the balance sheets and financial statements ended December 31, 2007 audited by the auditors and certified by the Audit Committee and the Board of Directors of the Company.

Agenda 4. To consider allocating the profit from the operation results of the year 2007 and the dividend payment.

The opinion of the Board of Directors. It deemed appropriate to propose the Shareholders to approve the profit allocation from the operation results of the year 2007 and consider the dividend payment as the following details:

(1) Reserving as legal at 5% of the net profit

(2) The dividend payment for the operational results of the second half year since July 1, 2007 - December 31, 2007 in the amount of Baht 0.60 per share.

Thus, such dividend payment when sum up with the interim dividend payment paid to shareholders on November 2, 2007 at Baht 0.30 per share, the total amount of dividend payment from the operational results for the whole year 2007 is Baht 0.90 per share.

Agenda 5. Considering appointing auditors and fixing the auditors fee for the year 2007.

The opinion of the Board of Directors. The Board agreed with the proposal of the Audit Committee that deemed appropriate to propose to the Shareholders' Meeting to appoint the auditors from Ernst & Young Company Limited as listed;

1. Mr. Narong Pantawongs Certified Auditor No. 3315; and/or

2. Miss Ratana Jala Certified Auditor No. 3734; and/or

3. Miss Rungnapa Lertsuwankul Certified Auditor No. 3516,

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

Agenda 6. Other Business (If any)

 

2.2 Resolved the date of closing registered book for Shareholders' Meeting on Tuesday, April 8, 2008, from 12.00 hours until the meeting is adjourned.

Please be informed accordingly and subsequently report to the public.

 

Yours Sincerely,
Thanachart Capital Public Company Limited

Suphadej Poonpipat
(Mr.Suphadej Poonpipat)
President and Chief Executive Officer

The Corporate Secretariate Group
Mr. Panupan Tuangthong
Tel 0-2217-8042