Report to The Stock Exchange of Thailand (SET)
June 19, 2000
Resolution of the board of directors' meeting, No. 7/2000
The board of directors of Padaeng Industry Public Company Limited at its meeting, No. 7/2000 on 19 June 2000 has adopted the following resolutions:
1. Approved the resignation of Dr. Vuthiphong Priebjrivat from the board member and the audit committee member and appointed Mr. Paron Israsena as a new audit committee member replacing the post left vacant by Dr. Vuthiphong effective from July 1st 2000.
2. Approved the restructuring of the management structure of the Company and the establishment of a Strategic Committee (the "Strategic Committee") with the duties of preparation and provision of strategic reports and assessments of the Company and make recommendations to the Board of Directors in such relation. This matter is to be proposed to the shareholders' meeting for consideration and approval, including the appointment of the members of the first Strategic Committee by authorizing the Chairman of the Board to have power to consider, nominate and select the persons to be members of the first Strategic Committee for the shareholders' meeting for consideration and approval.
3. Approved the amendment of the number of the directors of the Company to be 11 directors and authorized the Chairman of the Board to have power to consider, nominate and select the persons to be new directors, the CEO and the Managing Director of the Company, and to propose this matter to the shareholders' meeting for consideration and approval.
4. Approved the amendment of the Articles of Association of the Company by repealing the current Articles of Association and replacing with the new Articles of Association and to propose this matter to the shareholders' meeting for consideration and approval.
5. Convened the Extraordinary General Meeting of Shareholders No. 1/2000 to be held on 13 July 2000 at 10.00 a.m. at Meeting Room III, Queen Sirikit National Convention Centre, No. 60 Ratchadapisek Road, Klongtoey District, Bangkok to consider the following matters:
1. Approve the minutes of the 2000 Ordinary Shareholders' Meeting on 28 April 2000;
2. To consider the management structure of the Company, the appointment of the Strategic Committee, the responsibilities of the Strategic Committee and other matters in relation to the management structure of the Company;
3. To consider the amendment of the numbers of directors, the appointment of the additional directors, the appointment of the Chief Executive Officer and the Managing Director of the Company;
4. To consider and approve the amendment to Articles of Association of the Company; and
5. Other matters (if any).
and the share register book of the Company shall be closed to determine the right to attend the shareholders' extra ordinary meeting No. 1/2000 on 4 July 2000 from 12.00 noon until the completion of the meeting, and THAT the Chairman of the Board be authorized, subject to limitation of the law, to have power to change the date and time of the shareholders' meeting, including agenda of the meeting and the closing date of the share register book to determine the right to attend such shareholders' meeting.
Remark: The Thailand Securities Depository Co. Ltd., is kindly requested to send the agenda notes to the shareholders on July 6th 2000.