04 May 1998
REPORTS ON SHAREHOLDERS'SOLUTIONS
April 30, 1998
Subject : Reports on Shareholders' Solutions
To : Director and Manager of Stock Exchange of Thailand
Dusit Thani Public Company Limited would like to report on the
resolutions made at Shareholders' Ordinary Meeting held on April 30, 1997.
The details of resolutions are as follows :
1. To certify the minutes made at an Extraordinary Shareholders'Meeting
No. 2/1997 held on December 11, 1997.
2. To approve the annual report and director's report for the year 1997.
3. To approve the balance sheet and profit and loss accounts as of
December 31, 1997.
3.1 Not to allocate net profit for legal reserves because the
Company could not generate any profit from the operations in 1997.
3.2 To omit the annual dividend payment for the operations from
July to December 1997 because the Company could not generate any profit
from the operations in 1997.
4. To re-appoint the Directors whose tenure has ended, as follows :
4.1 The Directors whose tenure has ended are as follows :
1. Mr. Osot Kosin
2. Mr. Henry Cornell
3. Lt.Col. Voraphong Piyaoui
4. Mr. Chanin Donavanik
4.2 The Directors being re-appointed are as follows :
1. Mr. Osot Kosin
2. Mr. Henry Cornell
3. Lt.Col. Voraphong Piyaoui
4. Mr. Chanin Donavanik
4.3 To omit the remunerations for the Directors becaues the
Company could not generate any profit from operations in 1997.
5. To appoint Mr. Toemsakdi Krishnamra, Certified Public Account 1106,
Deloitte Touche Tohmatsu Jaiyos Co., Ltd., as an auditor for the fiscal year
1998. The estimated audit fees are Baht 996,000. Because the Company could
not generate any profit form operations in 1997, shareholders asked the
chairperson to negotiate with the auditores to reduce the audit fees to be
the same as its in last year.
6. To sell Dusit Sindhorn Co., Ltd.'s shraes
Following to the resolution of Board of Directors Meeting held on
February 20, 1998, the Company sold its 50% stake (11,000,000 shares) in
Dusit Sindhorn Co.,Ltd. to Siam Sindhorn Co., Ltd. for amount of Baht 1,110
million. The Company will bring Baht 920.4 million to settle foreign loan,
and distribute the rest to assist our associated and subsidiary companies.
Dusit Sindhorn Co., Ltd. is the joint venture through which the
Company and Siam Sindhorn Co., Ltd. together invested 100% in Dusit
Betelligungs Gmbh. Dusit Betelligungs Gmbh acquired 83.27% in Kempinski AG
of Germany. Kempinski AG owns, operates and franchise the luxuary hotels
and resorts in Europe and Asia.
7. Investment of Philippine Hoteliers, Inc.
Philippine Hoteliers, Inc., the Company's subsidiary, joint venture
with Century Property Management, Inc., a subsidiary company of Century
Property Group of the Philippines, to establish The Royal Princess
(Philippine), Inc. This company operates service apartment,and operates and
franchises hotel under "Royal Princess Hotels and Resorts" brand name in the
Philippines.
Philippine Hoteliers, Inc. will response for hotel operations,
marketing, accounting, training and information technology to the members of
the hotel group, while Century Property Management, Inc. will find members
to its group.
8. Other issues
8.1 To appoint the Honorary President
The Chairperson informed the Meeting that the Company has invited
General Prem Tinsulanonda,Privy Councillor and Statesman,to be the Company's
Honorary President. He kindly agreed to accept the appointment. Thus, the
Chairperson, therefore, was pleased to annouce to the Meeting that General
Prem Tinsulanonda be appointed as the Honorary President of the Company.
Sincerely yours,
Authorized Director
(Khunying Chanut Piyaoui)
Director and Managing Director
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