Resolutions for AGM/Dividend
Ref: COR:MS/EL03047e/ms
22 December 2003
Re: Resolutions of the Board of Directors
To: President to the Stock Exchange of Thailand
In the Board of Directors Meeting held on 22 December 2003, the following
resolutions have been passed:
1. Approval of the Financial Statements for the financial year ending 30
September 2003.
2. Fixing the date for the 1/2004 Annual Ordinary General Meeting of the
Shareholders to be scheduled on Friday 30 January 2004 at 2.00 p.m. at
Arnoma Room, Arnoma Hotel, Rajdamri Road, Bangkok, with the following
agenda:
2.1 To approve the Minutes of the previous 1/2003 Annual Ordinary General
Meeting of the Shareholders held on 30 January 2003.
2.2 To receive and approve the report of the directors, the Statement of
Income and Retained Earnings and Balance Sheet of the company for the
financial year ended on 30th September 2003 together with the
Auditor's report thereon.
2.3 To appropriate profit in the form of dividend and allocate a legal
reserve fund.
2.4 To approve the appointment of new directors to replace those who
vacate the office because of the expiration of the term and to fix
directors' fee.
2.5 To appoint auditors for the financial year ended on 30th September
2004 and fix auditors' fees.
2.6 To approve the amendment to the Articles of Association of the Company
by adding the following articles to comply with the Notification of
Stock Exchange of Thailand regarding Rules and Procedures and Disclosure
of Connected Transactions of Listed Company B.E. 2546 dd. 19 November
2003
"Articles 49 In case the Company or any subsidiary
agrees to enter into a connected transaction as
defined by the Notification of the Stock Exchange of
Thailand governing connected transactions of listed
companies, the Company shall comply with the criteria
and procedures as prescribed by the said notification."
Thoresen Thai Agencies Public Company Limited
Page 2
2.7 To amend the resolutions item No. 8 of the 1/1996 Annual Ordinary
General Shareholders' Meeting dd. 30 January 1996 regarding the
separation of shipping agency.
2.8 To transact any other businesses.
The Board of Directors would recommend to the shareholders at the 1/2004 Annual
Ordinary General Meeting of the Shareholders to pay dividend for the financial
year 2003 at 0.50 Baht per share. Shareholders entitled to the dividends shall
be those whose names appeared on the Company's share register book as of Monday
9 February 2004. The dividend payment is schedule on Friday 27 February 2004.
3 Fixing the Share Register Book's closing dates for the rights to attend the
Shareholders' Meeting from Tuesday 13 January 2004 at 12.00 hours until
completion of the Meeting and on Monday 9 February 2004 for the rights to
receive dividends.
4 Approval of the establishment of three new subsidiary companies for future
fleet expansion (details as per attached).
Yours faithfully,
(M.R. Chandram S. Chandratat) (Mr.Arne Teigen)
Chairman Managing Director
Note: The separation of shipping agency function of the Company to a subsidiary
was carried out since 1 October 2003 pursuant to the resolutions of the Annual
Ordinary General Meeting of the Shareholders No. 1/1996 dd. 30 January 1996 in
which the board of directors have been authorised to carry out the transaction.
However, such resolution indicated that the separation of shipping agency function
would result in the transfer of such function to a newly established subsidiary
company. In fact, such shipping agency function was transferred to an existing
subsidiary company engaging in shipping agency i.e., ISS Shipping (Thailand),Ltd.,
which has been renamed as ISS Thoresen Agencies Ltd. The board of directors is
of the opinion that the amendment to the referenced shareholders' resolution
should be adopted to reflect the actual transaction. Such separation of shipping
agency function from the Company to ISS Thoresen Agencies Ltd. (in which the
Company holds 99.9%) does not have any impact on the consolidated financial
statements and does not have significant change to the referenced shareholders'
resolution.
Attachment
Approval of Establishment of Three New Subsidiary Companies
1. Date of Transaction Around January 2004
2. Name of the Companies to be invested to be informed after the establishment of
the companies.
3. Type of Business International Maritime Transportation
4. Registered Capital for each company 1) Two new companies, registered and
paid-up share capital is Baht 200,000,000
(Two Hundred Million) each, divided into
2,000,000 shares, par value baht 100 per
share
2) One new company, registered and paid-up
share capital is Baht 50,000,000 (Fifty
Million) each, divided into 500,000 shares,
par value baht 100 per share
5. Major shareholder Thoresen Thai Agencies Plc, holding 99.9%
6. Source of Fund From the working capital of the Company
7. Rationale To prepare for the future purchase of
vessels in line with the increasing demand
of shipping volumes
Yours faithfully,
(M.R. Chandram S. Chandratat) (Mr. Arne Teigen)
Chairman Managing Director
22 December 2003
Re: Resolutions of the Board of Directors
To: President to the Stock Exchange of Thailand
In the Board of Directors Meeting held on 22 December 2003, the following
resolutions have been passed:
1. Approval of the Financial Statements for the financial year ending 30
September 2003.
2. Fixing the date for the 1/2004 Annual Ordinary General Meeting of the
Shareholders to be scheduled on Friday 30 January 2004 at 2.00 p.m. at
Arnoma Room, Arnoma Hotel, Rajdamri Road, Bangkok, with the following
agenda:
2.1 To approve the Minutes of the previous 1/2003 Annual Ordinary General
Meeting of the Shareholders held on 30 January 2003.
2.2 To receive and approve the report of the directors, the Statement of
Income and Retained Earnings and Balance Sheet of the company for the
financial year ended on 30th September 2003 together with the
Auditor's report thereon.
2.3 To appropriate profit in the form of dividend and allocate a legal
reserve fund.
2.4 To approve the appointment of new directors to replace those who
vacate the office because of the expiration of the term and to fix
directors' fee.
2.5 To appoint auditors for the financial year ended on 30th September
2004 and fix auditors' fees.
2.6 To approve the amendment to the Articles of Association of the Company
by adding the following articles to comply with the Notification of
Stock Exchange of Thailand regarding Rules and Procedures and Disclosure
of Connected Transactions of Listed Company B.E. 2546 dd. 19 November
2003
"Articles 49 In case the Company or any subsidiary
agrees to enter into a connected transaction as
defined by the Notification of the Stock Exchange of
Thailand governing connected transactions of listed
companies, the Company shall comply with the criteria
and procedures as prescribed by the said notification."
Thoresen Thai Agencies Public Company Limited
Page 2
2.7 To amend the resolutions item No. 8 of the 1/1996 Annual Ordinary
General Shareholders' Meeting dd. 30 January 1996 regarding the
separation of shipping agency.
2.8 To transact any other businesses.
The Board of Directors would recommend to the shareholders at the 1/2004 Annual
Ordinary General Meeting of the Shareholders to pay dividend for the financial
year 2003 at 0.50 Baht per share. Shareholders entitled to the dividends shall
be those whose names appeared on the Company's share register book as of Monday
9 February 2004. The dividend payment is schedule on Friday 27 February 2004.
3 Fixing the Share Register Book's closing dates for the rights to attend the
Shareholders' Meeting from Tuesday 13 January 2004 at 12.00 hours until
completion of the Meeting and on Monday 9 February 2004 for the rights to
receive dividends.
4 Approval of the establishment of three new subsidiary companies for future
fleet expansion (details as per attached).
Yours faithfully,
(M.R. Chandram S. Chandratat) (Mr.Arne Teigen)
Chairman Managing Director
Note: The separation of shipping agency function of the Company to a subsidiary
was carried out since 1 October 2003 pursuant to the resolutions of the Annual
Ordinary General Meeting of the Shareholders No. 1/1996 dd. 30 January 1996 in
which the board of directors have been authorised to carry out the transaction.
However, such resolution indicated that the separation of shipping agency function
would result in the transfer of such function to a newly established subsidiary
company. In fact, such shipping agency function was transferred to an existing
subsidiary company engaging in shipping agency i.e., ISS Shipping (Thailand),Ltd.,
which has been renamed as ISS Thoresen Agencies Ltd. The board of directors is
of the opinion that the amendment to the referenced shareholders' resolution
should be adopted to reflect the actual transaction. Such separation of shipping
agency function from the Company to ISS Thoresen Agencies Ltd. (in which the
Company holds 99.9%) does not have any impact on the consolidated financial
statements and does not have significant change to the referenced shareholders'
resolution.
Attachment
Approval of Establishment of Three New Subsidiary Companies
1. Date of Transaction Around January 2004
2. Name of the Companies to be invested to be informed after the establishment of
the companies.
3. Type of Business International Maritime Transportation
4. Registered Capital for each company 1) Two new companies, registered and
paid-up share capital is Baht 200,000,000
(Two Hundred Million) each, divided into
2,000,000 shares, par value baht 100 per
share
2) One new company, registered and paid-up
share capital is Baht 50,000,000 (Fifty
Million) each, divided into 500,000 shares,
par value baht 100 per share
5. Major shareholder Thoresen Thai Agencies Plc, holding 99.9%
6. Source of Fund From the working capital of the Company
7. Rationale To prepare for the future purchase of
vessels in line with the increasing demand
of shipping volumes
Yours faithfully,
(M.R. Chandram S. Chandratat) (Mr. Arne Teigen)
Chairman Managing Director