Ref. L-FA/AGM/08/027
2nd April 2008
To: Shareholders
Subject: Invitation
to the Annual General Meeting of Shareholders No. 75
Attachments:
2.
Annual Report 2007 including financial statements and auditor’s report
3.
Attachment to Agenda 5.
4.
Proxy and procedures and conditions for the registration of attendance at the
Annual General Meeting of Shareholders No. 75
5.
Location Map
6.
Articles of Association Re: Shareholders Meeting
The Board of Directors of Christiani
& Nielsen (Thai) Public Company Limited has resolved and hereby given
notice that the Annual General Meeting of Shareholders No. 75 will be held on
Agenda
Fact and Reason: The
attachment is a copy of the Minutes of the Annual General Meeting No. 74 held
on 23 April 2007, which was submitted to the Stock Exchange of Thailand within
Board’s Opinion: The
Minutes of the Annual General Meeting No. 74 held on 23 April 2007 should be
approved.
Agenda 2 To
acknowledge the Annual Report of the Board of Directors for the year 2007
Fact and Reason: The
Board of Director’s report and the operating results for the year 2007 are
presented in the Annual Report for the year 2007, which is made in compliance
with the Rules and Regulations of the Securities and Exchange Commission
Board’s Opinion: The
Annual Report of the Board of Directors for the year 2007 should be presented
to the shareholders for acknowledgement.
Agenda 3 To
consider and approve the Balance Sheet, Profit and Loss Statements and Auditor's
Report for the fiscal period ended 3
Fact and Reason: The
Company's financial statements were made in conformity with generally accepted
Board’s Opinion: The
Balance Sheet, Profit and Loss Statements and Auditor's Report for the fiscal
period ended 3
..…/ Page 2
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Agenda
4 To
consider and approve the appropriation of dividend payment and legal reserve
for the year 2007.
Fact and Reason: The
Company has a policy to pay dividend when the Company has profit and sufficient
cash flow unless there are any other crucial circumstances; the dividend
payment shall not impact the Company's operation significantly. According to
the Company's financial statements as of 3
|
Description |
Year 2007 |
Year 2006 |
Year 2005 |
|
1. Net profit (million Baht) |
77.653 |
51.547 |
136.172 |
|
2. Number of shares (million
shares) |
401.162 |
401.162 |
401.162 |
|
3. Dividend payment (Baht/share) |
0.10 |
0.05 |
0.10 |
|
4. Total amount of dividend
payment |
40.116 |
20.058 |
40.116 |
|
5. Percentage of dividend payment |
51.66 |
38.91 |
29.46 |
Board’s Opinion: The
Shareholders should approve the dividend payment of 0.10 Baht (Ten Satang) per
share and the closing of Company’s shareholders book for the right to receive
dividend payment on 25 April 2008.
The dividend payment is scheduled to be paid on 9 May 2008. To approve the allocation of 3,882,666
Baht to legal reserve, thereby the cumulative legal reserve shall be Baht 28,694,856
Baht.
Agenda 5 To
consider and approve the appointment of directors to replace the directors who
retired by rotation and approve the remuneration for directors.
5.
Fact and Reason: According
to the Article
Board’s Opinion: The
Company doesn't have a nomination committee for selecting the directors, the
Board of Directors then consider that the nomination of the retired directors
shall be proposed by the shareholders at the Annual General Meeting No. 75 with
the persons who are the most suitable and of benefit to the Company.
..…/ Page 3
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5.2 To
consider and approve the remuneration for Directors and Audit Committee
Fact and Reason: According
to the Public Limited Companies Act B.E. 2535 Section 90, listed companies are
not allowed to pay their directors any money or other kinds of asset except the
remuneration stated in the Company's Articles of Association. If the Company's Articles of Association
did not specify, the remuneration shall be approved by no less than two-third
of the votes of the shareholders presented at the shareholders meeting. In previous years the shareholders
meeting approved the remuneration for Directors and Audit Committee as follows.
Baht/Month/Person
|
Position |
Year 2007 |
Year 2006 |
Payment for |
|
|
40,000 |
40,000 |
Director Fee |
|
2. Chairman of Audit Committee |
60,000 |
60,000 |
Director Fee |
|
3. Audit Committee |
50,000 |
50,000 |
Director Fee |
|
4. Director |
20,000 |
20,000 |
Director Fee |
Board’s Opinion: The
Board of Directors recommends that the remuneration for Directors and Audit
Committee be the same rate as of the year 2007.
Agenda 6 To
consider and approve the appointment of auditor for the year 2008 and determine
the remuneration of the auditor
Fact and Reason: According
to the Public Limited Companies Act B.E. 2535 Section
Board’s Opinion: In
conformity with the Public Limited Companies Act B.E. 2535, and the regulations
of the Securities and Exchange Commission (SEC), the Audit Committee
recommended to the Board of Directors three auditors selected by their past
performance, independent and remuneration. The Board of Directors has
considered the appointment of Ms. Kamontip Lertwitworatep, Certified Public
Account No. 4377 or Mr. Narong Puntawong, Certified
Public Accountant No. 33
|
|
Year 2008 (Proposed Fees) |
Year 2007 |
Year 2006 |
|
Audit Fee |
|
|
|
|
Review Fee |
840,000 |
750,000 |
720,000 |
|
Non Audit Fee |
- |
- |
|
|
Total |
2,060,000 |
|
|
The
three proposed auditors for the year 2008 are not directors, employees or staff,
do not hold any position in the Company and also have no relationship or any
related matter with the Company, subsidiaries, management or major shareholders
including their relatives.
..…/ Page 4
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Agenda 7 Other
business (if any)
All shareholders are cordially invited
to attend the Meeting on the date and at the time and place as mentioned
above. The closing date of the
share register for the right to attend the Meeting will be
If you wish to appoint a person to
attend and vote at the Meeting on your behalf, please complete and duly execute
the enclosed proxy (affixed with the 20 Baht duty stamp). The duly completed and executed proxy
must be deposited with the Chairman of the Meeting or the person designated by
him before the Meeting commences.
Yours sincerely,
Christiani & Nielsen (Thai)
Public Company Limited
(Mr. Danuch Yontararak)
Director and Company Secretary