04 พฤษภาคม 2547
Inform Shareholders' Resolutions and Dividend Payment
TRANSLATION
April 30, 2004
Subject : Inform Shareholders' Resolutions and Dividend Payment.
To : Directors and Managers of Stock Exchange of Thailand
Please be informed the resolutions from the Annual General Shareholders Meeting No. 11/2004
of Dusit Thani Public Company Limited held on April 30, 2004 as follows:
1. Certified and approved the Minutes of the Annual General Shareholders Meeting No.
10/2003.
2. Acknowledged the Company's performance for 2003.
3. Approved the Audited Balance Sheets and Statements of Income for fiscal year 2003.
4. Approved the payment of dividend of fiscal year 2003 totaling Baht 2.50 per share
equivalent to Baht 208,359,250 as follows:
- The interim dividend for the first half year at Baht 1.00 per share amounting to Baht
85,000,000 which had paid on September 29, 2003.
- The payment dividend for the second half year of 2003 at Baht 1.50 per share amounting
to Baht 123,359,250. The second dividend will be paid on May 13, 2004.
In additional, the number of common shares for paying the second half year dividend shall be
82,239,500 shares, due to the Company's repurchase of 2,760,500 shares which has to be
deducted.
5. Re-elected the Directors whose tenure will be ended for another term as follows:
1. Mr. Vanich ChaiyawanDirector
2. Pol.Lt. Chatrachai Bunya-Ananta Director
3. Mr. Kenneth Gaw Korsirisophon Director
6. To determine the Board of Directors' remuneration for the year 2004.
1)Approved the remuneration for attending the meeting not exceed Baht 2,400,000.
2)Approved the bonus to the Board of Directors for the year 2004 not exceed Baht 2,083,592.
7. Appointed Dr. Suphamit Techamontrikul or Ms. Somporn Dulyawit or Ms. Thanawan
Anuratbodi from Deloitte Touche Tohmatsu Jaiyos Co. as the auditor of the Company for the
year 2004. The auditor's remuneration in 2004 is Baht 1,323,000.
8. Approved the amendment of Company's Articles of Association.
"Chapter 11. The regulations and procedures comply with the notification of the Stock
Exchange of Thailand.
No. 49. In case the Company or its subsidiary make a decision to enter into any connected
transaction or acquisition or disposition of the assets of the Company or its subsidiary as
specified by the Notification of the Stock Exchange of Thailand regulating listed companies'
connected transactions or acquisition or disposition of assets, as the case maybe, the
Company shall comply with the rules and procedures stipulated by such Notifications."
9. Approved the financial assistance providing to the subsidiary companies with limitation not
exceed Baht 2,000 million by giving the loan, guarantee or propose the company's assets to
mortgage.
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The subsidiary companies which will be assisted by the Company are:-
NO. NAME HELD BY PORTION OF
HOLDING (%)
1 Royal Princess Plc. Dusit Thani International Co., Ltd. 79.65
2 Korat Thani Corporation Limited Royal Princess Plc. 33.33
Dusit Thani International Co., Ltd. 42.67
3 Dusit Thani International Co., Ltd. Dusit Thani Plc. 99.99
4 Dusit Hotels & Resorts Co., Ltd. Dusit Thani International Co., Ltd. 97.44
5 Philippine Hoteliers, Inc. Dusit Thani International Co., Ltd. 88.01
6 Devarana Spa Co., Ltd. Dusit Thani Plc. 99.99
There are not the connected persons being the shareholders, except Royal Princess Plc. has the
connected person are the shareholders only 2.41 % of which be the exemption.
10. Other matters.
Yours faithfully,
MRS. SINEE THIENPRASIDDHI
Director and Secretary to The Board of Directors