- Translation –

 

Ref.      MGT/SET/08/001                                            Date : 26th February 2008

 

Re        Resolutions of the Board of Directors Meeting No. 375

To        The President

            The Stock Exchange of Thailand

 

This is to inform you that the meeting of the Board of Directors of Christiani & Nielsen (Thai) Public Company Limited No. 375 was held on 26th February 2008 at 10.30 hours, at the office of the Company and has resolved to adopt the following resolutions:

 

1.         Approved minutes of the Board of Directors meeting No. 374.

 

2.         Approved to adopt the changed its accounting policy for recording revaluation of assets, according to the Federation of Accounting Professions issued Notification No. 25/2549 allowing entities which carry their property, plant and equipment at revalued amounts to calculate depreciation to be charged to the income statement based on the historical cost of the assets instead of on the revalued amounts in compliance with Accounting Standard No. 32 (Paragraph 38) for financial year 2007 onwards.

 

3.         Approved the Company’s audited financial statement as of 31 December 2007 which will be proposed to the Annual General Meeting No. 75 for consideration and approval.

 

4.         Approved the allocation of net profit for legal reserve and dividend payment for the year 2007 and company working capital and will propose to the Annual General Meeting No. 75 for consideration and approval as follows:

 

4.1       Approved the allocation of net profit in the amount of Baht 3,882,666 (5% of net profit) to Legal Reserve.

4.2       Approved dividend payment of 0.10 Baht per share to shareholders registered in Company’s shareholders book as of 25 April 2008 from 12.00 hours onward.  Total dividend payment is Baht 40,116,168.20 scheduled to be paid on 9 May 2008.

4.3       Approved the allocation of the remaining amount of the net profit of Baht 33,654,481.80 to Unappropriated Retained Earnings.

 

5.         The directors who will be retired by rotation are Mr. Supattanapong Punmeechaow, Mr. Pree Buranasiri and Mr. Danuch Yontararak. The nomination to replace the said directors and the directors’ remuneration will be proposed to the Annual General Meeting No. 75 for consideration and approval.

 

6.         Approved the appointment of Ms. Kamontip Lertwitworatep, CPA (Thailand) Registration No. 4377 and/or Mr. Narong Puntawong, CPA (Thailand) Registration No. 3315 and/or Ms. Siraporn Ouaanunkun CPA (Thailand) Registration No. 3844 of Ernst & Young Office Limited as the statutory auditors of the Company for the year 2008 and fixed their remuneration at Baht 2.06 million.   The three proposed auditors are not Company’s  shareholders and  do  not provide the consulting service to the Company.  The appointment shall be proposed to the Annual General Meeting No. 75 for consideration and approval.

 

7.         Approved the date of Annual General Meeting No. 75 will be held on 10 April 2008 at 9.30 hours at Christiani & Nielsen (Thai) Public Company Limited office to consider and approve the following matters:

 

1.         To consider and approve the minutes of Annual General Meeting No. 74.

2.         To acknowledge the Board of Directors annual report for the year 2007.

3.         To consider and approve the Company’s audited financial statement as of 31 December 2007.

4.         To consider and approve the allocation of net profit for dividend payment and legal reserve for the year 2007.

5.         To consider and approve the appointment of directors who are due to retire by rotation and approve the directors’ remuneration.

6.         To consider and approve the appointment of the Company’s auditors and fixing their remuneration.

7.         Other business (if any)

 

8.         Approved the closing of Shares Register of the Company for the right to attend the Annual General Meeting No. 75 from 20 March 2008 at 12.00 hours until the end of the relevant shareholders meeting.

 

Please be informed accordingly.

 

 

-Signed-

Danuch Yontararak

Managing Director