- Translation –

 

Ref.     CNT/SET/002/2010                                      Date : 2 March 2010

 

Re       Resolutions of the Board of Directors Meeting No. 387

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. 387 held on 2 March 2010 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. 386.

 

2.      Approved the appointment of Mr. Surasak Osathanugraha as the director and secretary of the Company to replace Mr. Danuch Yontararak, who resigned. The new director's term and authority to sign on behalf of the Company will be as same as the resigned director.  This is effective from 2 March 2010 onwards.

 

3.      Approved the Company’s audited financial statement as of 31 December 2009 which will be proposed to the Annual General Meeting No. 77 for consideration and approval.

 

4.      Approved the allocation of net profit for legal reserve and dividend payment for the year 2009 and company working capital and will propose to the Annual General Meeting No. 77 for consideration and approval as follows:

 

4.1    Approved the allocation of net profit in the amount of 8,066,739 Baht to Legal Reserve.

4.2    Approved dividend payment of 0.20 Baht per share to shareholders by setting book closing for right to receive the dividend payment on 22 April 2010. Total dividend payment is 80,232,336 Baht scheduled to be paid on 7 May 2010.

4.3    Approved the allocation of the remaining amount of the net profit of 70,791,297 Baht to Unappropriated Retained Earnings.

 

5.      Approved to propose to the Annual General Meeting No. 77 to re-elect Mr. Vinai Vamvanij, Mr. Staporn Phettongkam, Mr. Michael David Selby and Miss Wanaree Chinthaganant, the directors who are due to retire by rotation to become the directors for another term.

 

6.      Approved the appointment of Mrs. Suvimol Krittayakiern, CPA (Thailand) Registration No. 2982 and/or Miss Somjintana Pholhirunrat, CPA (Thailand) Registration No. 5599 and/or Mr. Wisut Petpanitkul CPA (Thailand) Registration No. 7309 of Office of DIA International Auditing as the statutory auditors of the Company for the year 2010 and fixed their remuneration at 1.5 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. 77 for consideration and approval.

 

7.      Approved the amendment to Clause 3 of the Company's Memorandum of Association and expanding its business objectives from 32 clauses to 45 clauses, total adding 13 clauses, to cover current and future business operation as follows.

            (1)       To engage in the business of manufacturing and distribution of asphaltic concrete and all petroleum products.

            (2)       To engage in the business of manufacturing and distribution of ready-mixed concrete and all concrete products.

            (3)       To engage in the business of quarrying, rock blasting and rock crushing.

            (4)       To engage in the business of excavating, mining, pumping, transporting and selling sand, rock and soil of all kinds. 

             (5)      To engage in the business of providing design, construction, installation, and piping of supply water, raw water, sewage, drainage, gas, oil, chemical, electrical conduit, fire hydrant and steam as well as all types of piping systems for both above and below ground.

             (6)      To engage in the business of providing, producing, designing, installing and rendering services to power plant of solar systems, power plant of  biogas or power plant of any other natural energy.

             (7)      To engage in the business of contractor of dam, enbankment controlling water flow to protect bank erosion, all types of piers and other buildings  on the sea, river and canal.

             (8)      To engage in the business of ice factories.

             (9)      To engage in the business of collecting, transporting and disposing of refuse both by land and by water together with cleaning sewers and drainage pipes and renting all kinds of vehicles.

             (10)    To engage in the business of general labour contractor or contractors   supplying labour, skilled craftsmen and all kinds of technicians.

             (11)    To deal with government, government office, departments, ministries to obtain the right, certificate of ownership, license.

             (12)    To set up branch offices or to appoint representative both within the country and overseas.

             (13)    To engage in the business of worker training center and occupational skill standard testing (with permission from related government agencies)

 

8.      Approved the date of Annual General Meeting No. 77 will be held on 9 April 2010 at 9.30 hours at Christiani & Nielsen (Thai) Public Company Limited office to consider and approve the following matters:

1.        To consider approval of the minutes of Annual General Meeting No. 76.

2.        To acknowledge the Board of Directors annual report for the year 2009.

3.        To consider approval of the Company’s audited financial statement as of 31 December 2009.

4.        To consider approval of the allocation of net profit for dividend payment and legal reserve for the year 2009.

5.        To consider 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 fixing their remuneration.

7.        To consider approval of the amendment to Clause 3 of the Company's  Memorandum of Association and expanding its business objectives to cover current and future business operation.

8.        Other business (if any)

 

9.            Approved that the Record Date for the right to attend the Annual General Meeting No. 77 shall be on 16 March 2010 and the share-registration closing date shall be on 17 March 2010 for gathering shareholders' names under Section 225 of the Securities and Exchange Act.

 

Please be informed accordingly.

 

Yours faithfully,

Christiani & Nielsen (Thai) Public Company Limited

 

– Signature –

(Mrs. Jurairat Suksawatdi Na Ayudhaya)

Director Finance and Administration