Annual Dividend Payment/AGM
Ref: COR:MS/EL06023e/ms
21 December 2006
Subject : Annual Dividend Payment/Annual General Meeting of Shareholders
To : The President of the Stock Exchange of Thailand
At the Board of Directors meeting of Thoresen Thai Agencies Public Company Limited ("TTA") held on 21 December 2006, the following resolutions were passed:
1. Approval of the audited financial statements for the financial year that ended on 30 September 2006.
2. Approval of the annual dividend payment for the financial year that ended on 30 September 2006 to be Baht 1.35 per share. As the Board of Directors had declared an interim dividend of Baht 0.65 per share that was paid on 9 June 2006, the balance of Baht 0.70 per share will be paid to shareholders whose names appear on TTA's share register book on Wednesday, 7 February 2007, at 12:00 P.M. This date is considered the Closing Date to receive dividend payments. The final dividend payment will be made on Friday, 23 February 2007.
3. Acknowledgement of the intention of three directors, namely Mr. Pichai Chirungsappasuk, Mr. Sompong Thanasophon and Vice Admiral Kittichai Senanarong, to retire and not seek re-election as directors for another term. Their three-year terms will end at the upcoming 1/2007 Annual General Meeting of Shareholders ("1/2007 AGM"). The nomination of proposed individuals to succeed the three retiring directors at the 1/2007 AGM will be announced shortly.
4. Approval of the proposed annual remuneration of the directors for the 2007 calendar year in an amount not exceeding Baht 6,300,000 to the 1/2007 AGM. Additional remuneration in an amount not exceeding Baht 1,260,000 will be proposed for Audit Committee members. The remuneration of each director and Audit Committee member will remain at the same level as the previous year.
Cont. 2.../
Thoresen Thai Agencies Plc
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5. Approval of the nomination of auditors and the proposed audit fees for the financial year that will end on 30 September 2007 to the 1/2007 AGM. The proposed auditors will be Ms. Nangnoi Charoenthaveesub, Ms. Nattaporn Phan-udom, and Ms. Suwannee Bhuripanyo of PricewaterhouseCoopers ABAS Limited, any of them being authorised to conduct the audit and to render an opinion on both consolidated and unconsolidated financial statements of TTA. The proposed audit fee will be Baht 3,186,000.
The Board of Directors' resolutions Nos. 1-5 will be proposed to TTA shareholders at the 1/2007 AGM for acknowledgement and/or approval, as the case may be, along with other resolutions that deal with normal business issues. Shareholders, whose names appear on TTA's share register book on Friday, 5 January 2007, at 12:00 P.M., will have the right to attend the 1/2007 AGM. During the period from 5 January 2007 at 12:00 P.M. until the 1/2007 AGM is adjourned, the share register book will not change.
6. The 1/2007 AGM is scheduled for Friday, 26 January 2007, at 10.00 A.M. at the Grand Ballroom, Intercontinental Hotel, Ploenchit Road, Bangkok, with the following agenda:
6.1 To approve the minutes of the previous 1/2006 Extraordinary General Meeting of the Shareholders held on 19 October 2006.
6.2 To acknowledge TTA's performance for the financial year that ended on 30 September 2006.
6.3 To approve the audited balance sheet and the profit and loss statements for the financial year that ended on 30 September 2006 together with the Auditor's report thereon.
6.4 To acknowledge the interim dividend payments.
6.5 To appropriate profit in the form of dividends from the profit of the financial year that ended on 30 September 2006.
6.6 To approve the appointment of directors to replace those who are retiring by rotation.
6.7 To fix the directors' fees.
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Thoresen Thai Agencies Plc
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6.8 To appoint auditors for the financial year that will end on 30 September 2007 and fix the auditors' fees.
6.9 To transact any other business.
Yours faithfully,
Thoresen Thai Agencies Public Company Limited
| --------------------------- M.L. Chandchutha Chandratat Managing Director | --------------------- Ms. Nuch Kalyawongsa Director, Group Finance/Accounting |