February 21, 2001
Resolutions of the board of directors' meeting, No. 1/2001
The board of directors of Padaeng Industry Public Company Limited at its meeting, No. 1/2001 on 21 February 2001 has adopted the following resolutions:
1. Review 2000 audited financial statements and resolved to propose them for approval at the next AGM, and since the company still has retained loss, pursuant to Article 3.8 (first paragraph) of the company's Articles of Association, no dividend payment for 2000 would be considered.
2. Approve that the company had entered into the 3-5 years of 3 separated long term loan agreements with 3 local banks in the total amount of Bt1,000m and that the company had withdrawn the new loan and repaid to its existing long term creditors on January 31, 2001. This will result in an interest saving in the amount of approximately Bt50m per year.
3. Acknowledged the resignation of Mr. Christian Lemaitre from PDI's directorship effective 21 February 2001 and appointed Mr. Michel Moser as director for the balance of his term.
4. Noted 4 board members who will be due to retire by rotation namely Mr. Arsa Sarasin, Mr. Vinai Vamvanij, Mr. Aswin Kongsiri and Mr. Areepong Bhoocha -oom and will propose to the AGM their re-election as directors for another term.
5. Upon the recommendation of the audit committee, decided to propose PricewaterhouseCoopers ABAS Limited as the company's auditors for 2001 as well as audit fees for the shareholders' approval.
6. Approved to convene the 2001 ordinary shareholders' meeting on Wednesday, 25 April 2001
at 14:30 hrs. at Meeting Room 2, Queen Sirikit National Convention Centre, Ratchadapisek Road, Klongtoey, Bangkok, with the following agenda:
- Subject to be broached by the Chairman of the Board of Directors (if any);
- Approve minutes of 1/2000 Extraordinary Shareholders' Meeting held on Thursday13 July 2000;
- Annual Report of the Board of Directors for the year 2000;
- Approve the audited balance sheet and profit and loss statement for 2000;
- Consider dividend payment for the year 2000;
- Elect new members of the board of directors to replace those who retire by rotation;
- Approve the fee for the Strategic Committees member;
- Consider year 2000 bonus payment to the board members;
- Appoint the company's auditors for 2001 and approve the audit fees;
- Consider to offset the reserve for business expansion with the retained loss to lower the company's unappropriated retained (earning) loss account;
- Other matters (if any).
The company's share transfer book will be closed on Thursday, 5 April 2001 from 12.00 hrs. until the meeting is adjourned for determination of the Shareholders' meeting participation right.