Annual Dividend Payment / AGM / Asset Acquisitions
Ref: COR:MS/EL07032e/ms
21 December 2007
Subject : Annual Dividend Payment/Annual General Meeting of shareholders/ Asset Acquisitions
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 2007, the following resolutions were passed:
1. Approval of the audited financial statements for the financial year that ended on 30 September 2007.
2. Approval of the annual dividend payment for the financial year that ended on 30 September 2007 to be Baht 1.65 per share. As the Board of Directors had declared an interim dividend of Baht 0.75 per share that was paid on 14 June 2007, the balance of Baht 0.90 per share will be paid to shareholders whose names appear on TTA's share register book on 8 February 2008, at 12:00 P.M. This date is considered the Closing Date to receive dividend payments. The final dividend payment will be made on 25 February 2008. An additional legal reserve of Baht 10,000,000 (Baht Ten Million) would be set aside in shareholders' equity.
3. Approval of the amendment of the dividend policy as follows:
| Before | After |
| A minimum of 25% of the net profit after tax. | The Company's dividend policy is to distribute dividends to shareholders of at least 25% of the net profit after tax but excluding unrealised foreign exchange gains or losses, subject to the Company's investment plans, and other relevant factors. The Board may review and revise the dividend policy from the Company's future business plans, the needs for investment, and other factors, as the Board deems appropriate. |
The amendment of the dividend policy will become effective from the 2008 financial year subject to shareholders approval.
4. Acknowledgement of the intention of Mr. Lance Depew to retire and not seek re-election as director for another term. His three-year term shall end at the upcoming 1/2008 Annual General Meeting of Shareholders ("1/2008 AGM"). The Nomination Committee proposed Ms. Joey Horn to succeed Mr.Depew at the 1/2008 AGM. The other three directors, namely M.R. Chandram S. Chandratat, M.L. Chandchutha Chandratat, and Mr. Sak Euarchukiati, are proposed by the Nomination Committee to be re-elected for another term.
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5. Approval of the proposed compensation policy for the Board of Directors, including fixing directors' fees as follows:
| Present Compensation Package | Proposed Compensation Policy |
| i) Total monthly fees for all eight (8) non-directors executive directors equal Baht 525,000. No other form of remuneration, such as bonuses, shares, or meeting attendance fees, are paid. | i) All eight (8) non-executive maintain the same standard monthly fees as 2007. |
| ii) Audit Committee members receive additional monthly fees. of Baht 105,000 in total to serve on this Committee. | ii) Audit Committee members shall no longer receive additional monthly fees. The Chairperson of the Audit Committee shall receive attendance fees of Baht 48,000 per meeting (equal to 1.20 times the attendance fees of other Audit Committee members), while other members shall each receive attendance fees of Baht 40,000 per meeting. |
| iii)Remuneration Committee members and Nomination Committee members do not receive additional monthly fees nor other forms of remuneration. | iii) The Chairpersons of the Remuneration Committee and the Nomination Committee shall receive attendance fees of Baht 12,000 per meeting (equal to 1.20 times the attendance fees of other Remuneration Committee and Nomination Committee members), while Remuneration Committee members and Nomination Committee members shall each receive attendance fees of Baht 10,000 per meeting. |
| iv)The three (3) executive directors receive no monthly fees or other forms of remuneration in their position as directors, since they are employees of TTA. | iv) The three (3) executive directors shall receive no monthly fees or other forms of remuneration. |
| v) To align the interests of the Board of Directors and shareholders, a bonus for all non-executive directors is proposed to be paid only if TTA's annual net profits exceed Baht 2,000 million (excluding unrealised foreign exchange gains or losses). Once this threshold is reached, a bonus equal to 0.35% of the difference between that year's annual net profit and Baht 2,000 million will be shared equally among all non- executive directors. |
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The proposed compensation policy for the Board of Directors will become effective for the 2008 calendar year onwards until shareholders approve further changes.
The proposed compensation policy is subject to shareholders approval.
6. Approval of the nomination of auditors and the proposed audit fees for the financial year that will end on 30 September 2008 to the 1/2008 AGM. The proposed auditors will be Mr. Kajornkiet Aroonpirodkul, Ms. Nattaporn Phan-udom, and Mr. Vichien Khingmontri 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 2,965,000.
7. Approval of the purchase of four new build vessels from PT PAL INDONESIA (PERSERO) in the total amount of USD 157,568,000, or Baht 5,319,495,680. The size of transaction equals 18.90% of the total assets of TTA and its subsidiaries as of 30 September 2007. When this transaction is included with other asset acquisitions in the past six months, there has been a 59.62% increase in the total assets of TTA and its subsidiaries. Regulations consider these acquisitions as Class 1 transactions in accordance with the Rules, Procedures, and Disclosure of Information of the Stock Exchange of Thailand ("SET") regarding the Acquisition and Disposition of Assets of Listed Companies, TTA is required to prepare a report disclosing the transaction containing at least the information specified in Schedule 1 and then shall convene a shareholders' meeting to approve the decision to enter into such transaction without delay. Approval of this shareholders' resolution requires at least three-fourths of the total number of votes of the shareholders who attend and have the right to vote, excluding the votes of interested shareholders. The details of the transaction are shown in the attached Summary of Asset Acquisitions.
Far East Securities Ltd. is appointed as the independent financial advisor to provide an opinion on the fair value and justifications of the transaction and provide additional opinions to the Audit Committee and/or shareholders of TTA in respect of such transaction.
The Board of Directors' resolutions Nos. 1-7 will be proposed to shareholders at the 1/2008 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 10 January 2008 at 12:00 P.M., will have the right to attend the 1/2008 AGM. During the period from 10 January 2008 at 12:00 P.M. until the 1/2008 AGM is adjourned, the share register book will not change.
8. The 1/2008 AGM is scheduled for Thursday, 31 January 2008, at 2:00 P.M. at the Arnoma Grand, Arnoma Hotel, Rajdamri Road, Bangkok, with the following agenda:
8.1 To approve the minutes of the previous 1/2007 Extraordinary General Meeting of the Shareholders held on 6 August 2007.
8.2 To acknowledge TTA's performance for the financial year that ended on 30 September 2007.
8.3 To approve the audited balance sheet and the profit and loss statements for the financial year that ended on 30 September 2007 together with the Auditor's report thereon.
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8.4 To acknowledge the interim dividend payments.
8.5 To appropriate profit in the form of dividends from the profit of the financial year that ended on 30 September 2007, to set aside the legal reserve, and to consider an amendment of the dividend policy.
8.6 To approve the appointment of directors to replace those who are retiring by rotation.
8.7 To approve compensation policy for the Board of Directors, including fixing directors' fees.
8.8 To appoint auditors for the financial year that will end on 30 September 2008 and fix the auditors' fees.
8.9 To consider and approve the purchase of four new build vessels from PT PAL INDONESIA (PERSERO).
8.10 To transact any other business.
Yours faithfully,
Thoresen Thai Agencies Public Company Limited
|
M.L. Chandchutha Chandratat |
Ms. Nuch Kalyawongsa |