Attachment for consideration in Agenda 5.1 of The Annual General Meeting of Shareholders No. 76 to be held on 30 April 2009

being an integral part of Invitation letter to The Annual General Meeting of Shareholders No. 76

 

Agenda 5.1       To consider and approve the appointment of directors to replace the directors who retired by rotation.

 

The Company’s Articles of Association Article 16, which is in accordance with the Public Limited Companies Act B.E. 2535, state that

 

“At every annual general meeting, one-third of the directors shall be retired.  The director who has held office longest shall be retired.  If the number of directors cannot be divided into three parts, the number of directors closest to one-third shall be retired.  The retired directors may be re-elected.”

 

Present directors whose names are registered with Commercial Registration Department, Ministry of Commerce are as follows:

 

1.         Mr. Amnart Intrasuksri                                        2.         Mr.  Danuch Yontararak

3.         Mr. Prateep Wongnirund                                     4.         Mr.  Pamornsak Suracupt

5.         Mr. Vinai Vamvanij                                             6.         Mr.  Michael David Selby

7.         Lieutenant General Chayuth Suwanamas             8.         Mr.  Santi Grachangnetara

9.         Mr. Somchai Jongsirilert                                     10.        Miss Wanaree Chinthaganant

 

At the Annual General Meeting No. 76 to be held on 30 April 2009 the Board of Directors will propose the election of directors to replace the directors who are due to be retired by rotation and approve their remuneration as stated in Article 71 and Article 90 of the Public Limited Companies Act B.E. 2535.

 

The directors who are due to be retired by rotation are as follows:

 

1.   Mr. Pateep Wongnirund                                2.   Mr. Pamornsak Suracupt

3.   Lieutenant General Chayuth Suwanamas      

 

 

Definition of Independent Director

 

1)          Independent Directors means “Directors who are independent of the major shareholders, executives and their relatives and are able to protect the benefit of each shareholder equally.”

 

2)          No more than 1 percent of the voting right shares of the Company, subsidiaries, associated or any other juristic person who might have a conflict of interest including shares held by their relatives.

 

3)          Proposed Independent Directors have no relationship or any related matter with the Company, subsidiaries, executives and major shareholders including their relatives which may not allow them to make a decision independently.

 

             The definition of Independent Directors is compatible with the Rules and Regulation of the Stock Exchange of Thailand.