Resolutions of the 1/2007 AGM
26 January 2007
Subject: Resolutions of the 1/2007 Annual General Meeting of the Shareholders
To: The President of the Stock Exchange of Thailand
During the 1/2007 Annual General Meeting of the Shareholders of Thoresen Thai Agencies Public Company Limited (the"Company") held on 26 January 2007 at 10.00 A.M. at the Grand Ballroom, InterContinental Hotel, Ploenchit Road, Bangkok, Thailand, the following resolutions were passed:
1.Approval of the minutes of the 1/2006 Extraordinary General Meeting of the Shareholders held on 19 October 2006.
2.Approval of the Directors' report regarding the Company's performance for the financial year that ended on 30 September 2006.
3.Approval of the Company's audited financial statements including the auditor's report for the financial year that ended on 30 September 2006.
4.Acknowledgement of the interim dividend payment, which was declared by the Board of Directors in the amount of Baht 0.65 per share and already paid on 9 June 2006.
5.Approval of the annual dividend payment of Baht 1.35 per share from the net profit of the Company for the financial year that ended on 30 September 2006. Since the Board of Directors had declared an interim dividend payment of Baht 0.65 per share during the period, the balance of Baht 0.70 per share would be paid to shareholders whose names appear in the Company's share register book as of Wednesday, 7 February 2007, at 12.00 P.M., and the dividend payment is scheduled to be made on Friday, 23 February 2007.
As for legal reserves, since the Company had already reached the required amount of ten per cent of its registered capital, the Company is not required to set aside any additional legal reserves prior to this annual dividend payment.
6.Approval of the election of Directors to replace those who retired by rotation as follows:
a) Acknowledgement of the intention of three directors, namely Mr.Sompong Thanasophon, Vice Admiral Kittichai Senanarong, and Mr. Pichai Chirungsappasuk, to retire and not to seek re-election as directors for another term.
b) Approval of the election of Dr.Siri Garnjarerndee, Mr.Stephen Fordham,and Ms.Pratana Manomaiphiboon to replace Mr.Sompong Thanasophon, Vice Admiral Kittichai Senanarong, and Mr. Pichai Chirungsappasuk and the re-election of Mr. Bjorn Ostrom as the Director of the Company for another term.
7.Approval of the annual remuneration of the Directors and the members of the Audit Committee for the 2007 calendar year in an amount not exceeding Baht 6,300,000.The members of the Audit Committee are approved to receive annual remuneration in an amount not exceeding Baht 1,260,000 (payable in addition to the Directors remuneration).The remuneration of each Director and member of Audit Committee will remain at the same level as the previous year.
8.Approval of the appointment of the following auditors as the Company's auditors for the financial year that will end on 30 September 2007:
- Ms. Nangnoi Charoenthaveesub
- Mrs.Nattaporn Phan-Udom
- Ms. Suwannee Bhuripanyo
of PricewaterhouseCoopers ABAS Limited, such that any one of them is authorised to conduct the audit and to render an opinion on the financial statements of the Company, both on a consolidated and non-consolidated basis. The Meeting also approved the auditor's fee in the amount of Baht 3,186,000 as proposed by the Board of Directors.
9.Other business - No other businesses were considered.