Report the Resolutions of the Shareholders
Ref. No. COR:MS/EL05003e/st
31 January 2005
Re: Report the Resolutions of the Shareholders
To: The President of the Stock Exchange of Thailand
In the 1/2005 Annual Ordinary General Meeting of the Shareholders of the Company held on 31st
January 2005, at 2.00 p.m., at Grand Ballroom, Grand Hyatt Erawan Hotel, Rajdamri Road, Pathumwan,
Bangkok, the following resolutions have been passed:
1. Approval of the 1/2004 Annual Ordinary General Meeting of the Shareholders held on 30
January 2004.
2. Approval of the directors' report regarding the Company's performance, the Statement of Income
and Retained Earnings and Balance Sheet of the Company for the financial year ended on 30
September 2004, together with the Auditor's report.
3. Acknowledgement of the two interim dividend payments which had been declared by the board of
directors at the amount of Baht 1 per share and paid to the shareholders on 11 January 2004 and
the second interim dividend of Baht 1 per share which had been paid to the shareholders on
9 December 2004.
4. Approval of the allocation of a legal reserve fund at the amount of Baht 6,340,327 as proposed
by the board of directors and approval of the annual dividend payment at Baht 4.50 per share
from the profit of the Company during 1 October 2003 - 30 September 2004. As the board
of directors had declared two interim dividends amounting to baht 2 per share during the period;
therefore, the balance of baht 2.50 per share would be paid to shareholders whose names
appear on the shareholders' register book as of 8 February 2005 at 12.00 noon and the payment
date be scheduled on 24 February 2005.
5. Approval of the election of directors as follows:
a) Approval of the re-election of directors who vacated the office because of the expiration of
their terms; they being M.R. Chandram S. Chandratat, Mr. Pichai Chirungsappasuk, and Mr.
Lance Karl Depew.
b) Acceptance the resignation of Mr. Arne Teigen as director.
c) Approval of the appointment of M.L. Chandchuta Chandratat as the director to replace
Mr.Arne Teigen and approval of the board of directors' fees for the calendar year 2005 to
be not exceeding Baht 5,880,000. The audit committee is approved to receive additional
directors' fees not exceeding Baht 1,260,000.
Thoresen Thai Agencies Public Company Limited
Page 2 Ref. No. COR:MS/EL05003e/st
6. Approval of the appointment of the following auditors as the Company's Auditors for the
financial year ended on 30 September 2005:
- Mrs. Anothai Leekitwattana
- Mrs. Nattaporn Phan-Udom
- Mr. Suchart Luengsuraswat
of PricewaterhouseCoopers ABAS Limited, anyone being authorised to conduct the audit. The
Meeting also approved the auditors' fee at the amount of Baht 2,765,000 as proposed by the
board of directors.
7. Approval of the reduction of the registered share capital of the Company by cancelling the
76,315,578 unissued ordinary shares which have been reserved for two batches of warrants
(TTA and TTA-W2). The registered share capital of the Company would be changed from Baht
770,000,000 to Baht 693,684,422.
8. Approval of the amendment to Clause 4 of the Memorandum of Association of the Company to
read as follows:
Clause 4: The registered capital : baht 693,684,422
divided into : 693,684,422 shares
at the par value of : baht 1 (baht one) each
divided into
Ordinary shares : 693,684,422 shares
Preference shares : None
9. Approval of the amendment to Article No. 49 of the Articles of Association of the Company to
comply with the Notification of Stock Exchange of Thailand regarding Rules and Procedures
and Disclosure of Information Concerning the Acquisition and Disposal of Assets of Listed
Company B.E. 2547 dated 29 October 2004.
The amended Article No. 49 of the Articles of Association of the Company shall read as
follows: (the additional amendments are underlined).
"Article 49: In the event that the Company or any subsidiary agrees to enter into a
connected transaction or a transaction which is related to the acquisition or disposition
of assets as defined by the Notification of the Stock Exchange of Thailand governing
connected transactions or acquisition and disposition of assets of listed companies,
the Company shall comply with the criteria and procedures as prescribed by the
said notifications."
Thoresen Thai Agencies Public Company Limited Page 3 Ref. No. COR:MS/EL05003e/st
10. Other business - No other businesses were considered.
Yours faithfully,
(M.R. Chandram S. Chandratat) (Mr. Ole Teigen)
Chairman Director