26 February 2009
Inform Dividend Payment and scheduling of AGM
Translation
February 25, 2009
Subject : To Inform the resolution of the Board of Directors Meeting No. 1/2009
To : Directors and Managers of the Stock Exchange of Thailand
The Board of Directors' Meeting of Dusit Thani Public Company Limited
No. 1/2009 held on February 25, 2009 had significant resolutions as follows:
1. Set the date of Annual General Shareholders Meeting No. 16/2009, the
Agenda, Record Date / Closing Book for the right to attend the meeting and
receive dividend and the date of dividend payment
Board of Directors' opinion: The Annual General Shareholders Meeting
No. 16/2009 will be on April 27, 2009 at 2.00 pm. at Naphalai Room, The Dusit
Thani Hotel, 946 Rama 4 Road, Silom, Bangrak, Bangkok. The Record Date will be
April 3, 2009 which shareholders have the right to attend the 2009 AGM and to
receive the final dividend and the share registration book closing date will
be April 7, 2009 for gathering shareholders' names under the Section 225 of
the Securities and Exchange Act. B.E. 2535 (Amended B.E.2551) and will pay the
final dividend on May 21, 2009.
2. The profit appropriation and the dividend payment for the year 2008
Board of Directors' opinion: Agreed the profit appropriation from
performance of the year 2008, only for dividend payment.
3. The agenda for the Annual General Shareholders Meeting No. 16/2009 as
follows:
3.1 To approve the Minutes of the Annual General Shareholders Meeting
No. 15/2008
Board of Directors' opinion: The Minutes of the Annual General
Shareholders Meeting No.15/2008 held on April 29, 2008 have correctly been
stated and recommended the approval of the said Minutes.
3.2 To acknowledge and certify the performance of the Company for the
year 2008.
Board of Directors' opinion: The performance and the significant
changes of the Company for the year 2008 should be proposed to Shareholders to
acknowledge and certify.
3.3 To consider and approve the Audited Balance Sheets and the
Statements of Income for the year ended December 31, 2008.
Board of Directors' opinion: The Audited Balance Sheets and
Statements of Income for year ended December 31, 2008 which was audited and
certified by the auditor of PricewaterhouseCoopers ABAS Limited and was agreed
by the Audit Committee should be proposed to Shareholders for approval.
3.4 To consider and approve the profit appropriation for the year
2008 for dividend payment to Shareholders.
Board of Directors' opinion: The payment of dividend for the year
2008 should be proposed to Shareholders for approval at the rate of Baht 1.00
per share equivalent to Baht 85.00 Million which the interim dividend had paid
on September 9, 2008 at the rate of Baht 0.50 per share equivalent to Baht
42.50 Million and the final dividend will be paid at the rate of Baht 0.50 per
share equivalent to Baht 42.50 Million.
Dusit Thani Public Company Limited has fixed the Record Date on
April 3, 2009 which shareholders have the right to attend the 2009 AGM and to
receive the final dividend and fixed the share registration book closing date
on April 7, 2009 for gathering shareholders' names under the Section 225 of
the Securities and Exchange Act B.E. 2535 (Amended B.E. 2551) and will pay the
final dividend on May 21, 2009
The dividend payment is uncertain as it is subjected to the
Annual General Shareholders' Meeting approval.
3.5 To elect Directors to replace whose tenure will end.
Board of Directors' opinion: The Board of Directors excluding the
interest Directors had discussed by applying the nomination guideline. The
Board of Directors agreed with the Nomination Committee to propose to
Shareholders that the 4 directors whose tenure will end should be the
Directors for another term as per following list:
1. Professor Sansern Kraichitti
2. Col. Lt. Chattrachai Bunya-Ananta
3. Mr. Chanin Donavanik
4. Mrs. Sinee Thienprasiddhi
3.6 To determine the Board of Directors' remuneration for the year 2009
Board of Directors' opinion: The Compensation Committee Meeting
had considered the 2009 Directors' remuneration and proposed to the Board of
Directors Meeting. The Board of Directors agreed to propose the same to the
Annual General Shareholders Meeting to approve the 2008 remuneration to Board
of Directors, Sub Committee and others as the same as last year which not
exceeding Baht 3,600,000. For the 2009 annual remuneration to the Board of
Directors would be proposed Baht 850,000.
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3.7 To appoint the auditor and fix the remuneration for year 2009.
Board of Directors' opinion: Agreed with the Audit Committee and
propose to the Annual General Shareholders Meeting to appoint the auditor and
fix the 2009 remuneration as follows:
1. Mrs. Anothai Leekitwattana or Miss Nangnoi Charoenthaveesub or
Mrs. Nattaporn Phan-Udom or Mrs. Unakorn Phruithithada
One of the four auditors mentioned above from
PricewaterhouseCoopers ABAS Limited has authorization to audit
and sign on the Report of Independent Certified Public
Accountants of the Company.
2. To fix an audit fee for year 2009 of Dusit Thani Public
Company Limited at totally Baht 1,859,000.
3.8 To consider and approve the amendment of Company's objectives by
cancellation the present version and would be replaced with a new amendment
version and amend the Memorandum of Association no. 3
Board of Directors' opinion: Agreed to purpose to Annual General
Shareholders Meeting to approve the amendment of the Company's objectives by
cancellation the present version and would be replaced with a new amendment
version and amend the Memorandum of Association no. 3.
3.9 To consider and approve the amendment of the Company's Articles of
Association by cancellation the present version and would be replaced with a new
amendment version
Board of Directors' opinion: Agreed to purpose to Annual General
Shareholders Meeting to approve the amendment of the Company's Articles of
Association by cancellation the present version and would be replaced with a
new amendment version.
3.10 To consider other matters. (if any)
Board of Directors' opinion: It is deemed appropriate to have
this agenda as an opportunity for the Shareholders who wish to consider other
matters apart from the agendas determined by the Board of Directors.
4. To approve the Audit Committee Charter
Board of Directors' opinion: Approved the Audit Committee Charter
with The company shall follow the Good Governance and conform to Securities and
Exchange Act, regulations and announcement of The Stock Exchange of Thailand
(amendment version)
Sincerely yours,
By order of Board of Directors
Mrs. Sinee Thienprasiddhi
Director and Company Secretary
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