- Translation –

 

Ref.     CNT/SET/002/2009                                                    Date : 26th February 2009

 

Re       Resolutions of the Board of Directors Meeting No. 382

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. 382 was held on 26th February 2009 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. 381.

 

2.      Approved the Company’s audited financial statement as of 31 December 2008 which will be proposed to the Annual General Meeting No. 76 for consideration and approval.

 

3.      Approved the allocation of net profit for legal reserve and dividend payment for the year 2008 and company working capital and will propose to the Annual General Meeting No. 76 for consideration and approval as follows:

 

3.1    Approved the allocation of net profit in the amount of 3,358,405 Baht (5% of net profit) to Legal Reserve.

3.2    Approved dividend payment of 0.08 Baht per share to shareholders, the closing date for the right of receiving dividend is on 11 May 2009.  Total dividend payment is 32,092,935 Baht, scheduled to be paid on 20 May 2009.

3.3    Approved the allocation of the remaining amount of the net profit of 31,716,752 Baht to Unappropriated Retained Earnings.

 

4.      The directors who will be retired by rotation are Mr. Pratip Wongnirund, Lt. Gen. Chayuth Suwanamas and Mr. Pamornsak Suracupta.  The nomination to replace the said directors and the director’s remuneration will be proposed to the Annual General Meeting No. 76 for consideration and approval.

 

5.      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 2009 and fixed their remuneration at 2.10 Million Baht.  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. 76 for consideration and approval.

 

 

 

Ref.   CNT/SET/002/2009                                                                                   Page 2 of 2

 

 

6.      Approved the date of Annual General Meeting No. 76 to be held on 30 April 2009 at 10.30 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. 75.

2.        To acknowledge the Board of Directors annual report for the year 2008.

3.        To consider and approve the Company’s audited financial statement as of 31 December 2008.

4.        To consider and approve the allocation of net profit for dividend payment and legal reserve for the year 2008.

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

6.        To consider and approve the appointment of the Company’s auditors and fix their remuneration for the year 2009.

7.        Other business (if any)

 

7.      Set the Record Date for the right to attend the Annual General Meeting No. 76 on 12 March 2009 and set the share-registration book closing date on 13 March 2009 for gathering shareholder’s names under Section 225 of the Securities and Exchange Act.

 

8.      Approved the Quality and Scope of Works of The Audit Committee, 2008 in accordance with the Notification of the Stock Exchange of Thailand dated 9 June 2008.

 

Please be informed accordingly.

 

 

-Signed-

Danuch Yontararak

Director and Company Secretary