Annual Dividend Payment/AGM
Ref: COR:MS/EL04047e/ms
21 December 2004
Subject : Annual Dividend Payment/AGM
To : The President of the Stock Exchange of Thailand
At the board of directors meeting held on 21 December 2004, the following resolutions have been passed:
1. Approval of the financial statements for the financial year ending on 30 September 2004.
2. Approval of the annual dividend payment for the financial year 2004 to be baht 4.50 per share.
As the board of directors had declared two interim dividends amounting to baht 2.00 per share
during the period; therefore, the balance of baht 2.50 per share would be paid to the shareholders
whose names appeared on the company's share register book as of Tuesday 8 February 2005 at
12.00 noon and the dividend payment is scheduled on Thursday, 24 February 2005.
The annual dividend payment of baht 4.50 per share is in line with the significantly improved financial
results of the company. The board of directors has also taken into consideration that the company's
earnings and cash flow are expected to record further and significant increases in the coming year.
3. Approval of the reduction of the registered share capital of the company by cancelling the 76,315,578
unissued ordinary shares which were reserved for two batches of warrants (TTA-W and TTA-W2).
Both batches of warrants expired in 2000 and in 2004 respectively. However, the remaining
50,000,000 unissued ordinary shares reserved for a private placement are maintained as per the
resolutions of the 1/1999 Extraordinary General Meeting of the Shareholders dated 10 August 1999.
The registered share capital of the company would then be changed from baht 770,000,000 to baht
693,684,422 which would include the 50,000,000 ordinary shares reserved for the private placement.
4. Approval of the amendment to Clause 4 of the company's memorandum of association 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
5. Approval of an additional amendment to the Articles of Association No. 49 of the company to
comply with the Notification of the Stock Exchange of Thailand regarding Rules and Procedures and
Disclosure of Information Concerning the Acquisition and Disposition of Assets of Listed Company
B.E. 2547 dated 29 October 2004 to read as follows: (the additional amendments are underlined)
"Articles 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."
The board of directors' resolutions No. 1-5 would be further proposed to the shareholders at the 1/2005
Annual Ordinary General Meeting of the Shareholders for approval.
6. Fixing the date for the 1/2005 Annual Ordinary General Meeting of the Shareholders to be scheduled
on Monday 31 January 2005 at 2.00 p.m. at Grand BallRoom, Grand Hyatt Erawan Hotel, Rajdamri
Road, Bangkok, with the following agenda:
6.1 To approve the Minutes of the previous 1/2004 Annual Ordinary General
Meeting of the Shareholders held on 30 January 2004,
6.2 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 2004 together with the Auditor's report thereon,
6.3 To acknowledge the interim dividend payments,
6.4 To appropriate profit in the form of dividend and allocate a legal reserve fund,
6.5 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' fees,
6.6 To appoint auditors for the financial year ended on 30th September 2005 and fix auditors' fees,
6.7 To consider and approve the reduction of the registered share capital of the company
by cancelling the 76,315,578 unissued ordinary shares which were reserved for two batches
of warrants (TTA-W and TTA-W2),
6.8 To consider and approve the amendment to Clause 4 of the company's
memorandum of association,
6.9 To consider and approve an additional amendment to the Articles No. 49 of the Articles of Association of the Company to comply with the Notification of the Stock Exchange of Thailand regarding Rules and Procedures and Disclosure of Information Concerning the Acquisition and Disposition of Assets of Listed Company B.E. 2547 dated 29 October 2004,
6.10 To transact any other businesses.
7. Fixing the Share Register Book's closing dates for the right to attend the Shareholders' Meeting
from Monday 10 January 2005 at 12.00 hours until the completion of the Meeting and Tuesday
8 February 2005 for the right to receive dividends
8. Approval of an investment in the share capital increase of Chidlom Marine Services and Supplies Ltd.,
a 99.9% subsidiary of the company, at the amount of baht 40 million to maintain its stake in such
company (details as per attached).
Yours faithfully,
(M.R. Chandram S. Chandratat) (Mr. Arne Teigen)
Chairman Managing Director
Attachment
Investment in the share capital increase of Chidlom Marine Services & Supplies Ltd.
Date of Transaction : around the end of December 2004
Name of the Company to Invest : Chidlom Marine Services & Supplies Ltd., a
subsidiary company in which 99.9% of the shares held
by Thoresen Thai Agencies Plc
Type of Business : marine supplies
Present Share Capital : baht 20 million, divided into 200,000 shares at
par value baht 100 per share
New Share Capital : baht 60 million, an increase of baht 40 million
Value of Investment by
Thoresen Thai Agencies Plc : approximately baht 40 million or 100% of the increse
Rationale : for future business expansion of CMSS
Source of Fund : from the working capital of the Company
After the share capital increase in Chidlom Marine Services & Supplies Ltd., Thoresen Thai Agencies Plc
will still maintain its stake of 99.9%
Yours faithfully,
(M.R. Chandram S. Chandratat) (Mr. Arne Teigen)
Chairman Managing Director