12 March 2010
Dividend payment and AGM 2010
ST. 010/2010/0006
11th March, 2010
Subject:Dividend payment and Annual General Meeting of Shareholders for
the year 2010
To: Directors and Manager of the Stock Exchange of Thailand
Whereas the Board of Directors of Sino-Thai Engineering & Construction Public
Company Limited (the "Company") convened Board of Directors Meeting No. 1/2010
at 10.30 - 12.00 hours on March 11, 2010, the Company would like to report the
resolutions adopted at the said meeting as follows:
1. Approval of the Board of Directors' report on the Company's Operating
Results for the year ending December 31, 2009 and proposal of the same to the
Annual General Meeting of Shareholders for its approval.
2. Approval of the Balance Sheet and Profit and Loss Statement for the
fiscal period ending December 31, 2009, which were audited by the Company's
auditor and proposal of the same to the Annual General Meeting of Shareholders
for its approval.
3. Approval of the appropriation of the statutory reserve and the
declaration of a dividend payment for the year 2009 and proposal of the same
to the Annual General Meeting of Shareholders for its approval as follows:
3.1 The appropriation of the statutory reserve in the amount of Baht
16,097,745.10.
3.2 The declaration of a dividend payment from the profit derived from
the promoted activity at the rate of Baht 0.13 (Thirteen Satang) to the
Company's shareholders for 1,186,208,619 shares, totaling Baht 154,207,120.47.
3.3 The record date for determination of which shareholders are entitled
to obtain dividends is fixed on March 25, 2010. The Company shall collect the
list of shareholders according to Section 225 of the Securities and Exchange
Act by closing the Share Register Book on March 26, 2010.
4. Acknowledgment that (1) Police Lieutenant General Jate Mongkolhutthi,
(2) Mr. Chamni Janchai, (3) Mrs. Anilrat Nitisaroj, and (4) Mr. Woraphant
Chontong will retire from serving as the Company's directors by rotation at
the Annual General Meeting of Shareholders. The Board of Directors has
proposed that the Annual General Meeting of Shareholders should reappoint the
said four retiring directors as the Company's directors for an additional term
and reappoint Police Lieutenant General Jate Mongkolhutthi and Mr. Chamni
Janchai as members of the Audit Committee for an additional term.
5. Approval of a proposal to the Annual General Meeting of Shareholders
to consider appointing Prof. Raywat Chamchaloem as a new additional director
of the Company.
6. Approval of the fixing of the remuneration of the Board of Directors
and the Audit Committee for the year 2010 and proposal of the same to the
Annual General Meeting of Shareholders for its approval as follows:
Directors meeting fee
1) The Board of Directors
- For the Chairman of the Board of directors
amounting to 40,000 Baht/meeting
- For each Director
amounting to 20,000 Baht/meeting
2) The Audit Committee
- For the Chairman of the Audit Committee
amounting to 40,000 Baht/meeting
- For each Audit Committee member
amounting to 20,000 Baht/meeting
Board of Directors' Annual Remuneration
1) For the Chairman of the Board of Directors
amounting to 400,000 Baht/year
2) For the Chairman of the Audit Committee
amounting to 400,000 Baht/year
3) For each Director
amounting to 200,000 Baht/year
7.Approval of the appointment of Mr. Kritsada Lerdwana, C.P.A. License No.
4958, and/or Miss Siraporn Ouaanunkun, C.P.A. License No. 3844, and/or Miss
Thipawan Nananuwat, C.P.A. License No. 3459, all of Ernst & Young Office
Limited, as auditors of the Company for the year 2010 with the auditor's
remuneration of Baht 1,490,000 (One Million Four Hundred Ninety Thousand Baht
only). This matter shall be proposed to the Annual General Meeting of
Shareholders for its approval.
8.Approval of the amendment of Article 21 of the Articles of Association which
revokes the authorization of the Chairman of the Board to individually sign to
bind the Company and proposal of the same to the Annual General Meeting of
Shareholders for its approval as follows:
Existing Article 21
Directors need not be shareholders of the Company.
The Chairman of the Board or the Managing Director may sign individually
and affix the Company seal or any other two directors may jointly sign
and affix the Company seal.
The Board of Directors may specify the names of the directors authorized
to sign and affix the Company seal to bind the Company.
New Article 21
Directors need not be shareholders of the Company.
The Managing Director of the Company may sign individually and affix the
Company seal or any other two directors may jointly sign and affix the
Company seal.
The Board of Directors may specify the names of the directors authorized
to sign and affix the Company seal to bind the Company.
9. Fixing the date and agenda of Annual General Meeting of Shareholders No.
16/2010, the record date for determination of which shareholders are eligible
to attend the Annual General Meeting of Shareholders and the closing date of
the Share Register Book as follows:
9.1 Annual General Meeting of Shareholders No. 16/2010 will be convened at
10.00 hours on Friday 23 April, 2010, in the Company's conference room No.
32/60 Sino-Thai Tower, 30th Floor, Sukhumvit 21 Road (Soi Asoke), Kwaeng
Klongtoey Nua, Khet Wattana, Bangkok. The matters to be transacted at the
meeting are:
(1) To consider and approve the minutes of Annual General Meeting of
Shareholders No. 15/2009;
(2) To consider and approve the Board of Directors' report on the
Company's Operating Results for the year ending December 31, 2009 and the
Annual Report for the year 2009;
(3) To consider and approve the Balance Sheet and Profit and Loss
Statements for the fiscal period ending December 31, 2009;
(4) To consider and approve the appropriation of the statutory reserve
and the declaration of a dividend payment for the year 2009;
(5) To consider and approve the appointment of new directors in place of
those retiring by rotation;
(6) To consider and approve the appointment of a new director;
(7) To consider and approve the fixing of the remuneration of directors
and Audit Committee members for the year 2010;
(8) To consider and approve the appointment of the Company's Auditor and
fix the auditor's remuneration for the fiscal year 2010;
(9) To consider and approve the amendment of Article 21 of the Articles
of Association; and
(10) Other business (if any).
9.2 The record date for determination of which shareholders are eligible to
attend the Annual General Meeting of Shareholders is fixed on March 25, 2010.
The Company shall collect the list of shareholders according to Section 225 of
the Securities and Exchange Act by closing the Share Register Book on March
26, 2010.
The Company provides this information for your acknowledgment and
dissemination to the public and other investors.
Sincerely yours,
Sino-Thai Engineering & Construction Public Company Limited
(Mr. Vallop Rungkijvorasathien)
President