Approved For Dividend Payment And AGM Meeting
February 15, 2006
Subject : To report the resolution of the Board of Directors' Meeting, session. 2/2006
To : President
The Stock Exchange of Thailand
The Board of Directors' Meeting, session 2/2006 of SVI Public Company Limited held on February 15, 2006, at Board Room, Pacific City Club,
142 Sukhumvit Road, Bangkok, has resolved the followings:
1. The Minutes of the Board of Directors Meeting, session 1/2006 be certified.
2. Approved the report of the company's operating results for the Year 2005.
3. Approved the Audited Financial Statements for the year ended December 31, 2005 and Audit Committee Report for the year 2005.
4. Approved the allocation of profit and declaration of dividend for year 2005 per the following details.
* Dividend per share was approved at 0.50 Baht. The payment of dividend
is scheduled on May 26, 2006.
* Shareholder Registration closed for Dividend Right on April 7, 2006
at 12.00 noon.5. Approved the election of directors in substitution of retiring Directors. Mr. Virapan Pulges and Mr. Pongsak Lothongkam were retired from Directorship by rotation. The Meeting unanimously approved and re-elected Mr. Virapan Pulges and Mr. Pongsak Lothongkam to be the Company Directors.
6. Approved the directors' fees and their remuneration which has already been approved by the Audit Committee.
7. Approved the auditor' fees and their remuneration. The approval has been considered and recommended by the Audit Committee to appoint Ernst and Young Company Limited to be the Auditor for fiscal year 2006.
8. Approved the reduction of the registered capital of the Company in respect to the cancellation of ESOP 1 warrants of 90,000 units and ESOP 2 warrants of 1,600,000 units due to the resignation of employees, the Chairman proposed the meeting to consider and approve for the reduction of the registered capital of the Company from Baht 1,541,560,590 (One thousand five hundred forty-one million five hundred sixty thousand and five hundred ninety Baht) to Baht 1,524,660,590 (One thousand five hundred twenty-four million six hundred sixty thousand and five hundred ninety Baht), by cancellation of 1,690,000 (One million six hundred ninety thousand) unpaid registered shares.
9. Convening the Annual General Meeting of Shareholders No. 1/2006.
The Chairman proposed The Annual General Meeting of Shareholder No. 1/2006 to be convened at 13.30 hours, on April 27, 2006, at Grand Miracle Hotel, Venus Room, 99 Vibhavadi-Rangsit Road, Laksi, Don Muang, Bangkok 10210.
The matters to transact at the meeting are:-1. To certify the Minutes of the Annual General Meeting of the Shareholders No. 1/2005.
2. To acknowledge the report of the Company's operating result for the year 2005.
3. To approve the company audited financial statement for the year ended December 31, 2005.
4. To consider and approve the allocation of profit and declaration of dividend for year 2005.
5. To consider and approve the election of directors in substitution of retiring Directors.
6. To consider and approve the directors' fee and their remuneration.
7. To approve the auditor' fees and their remuneration.
8. To consider and approve the reduction of the registered capital of the Company in respect to the cancellation of ESOP 1 and 2 due to the resignation of employees.
9. To approve the reduction of the registered capital of the Company in respect to the cancellation of ESOP 2 warrants of 5,531,060 units and ESOP 3 warrants of 1,900,000 units.
10. To consider and approve the amendment to Clause 4 of the Memorandum of Association of the Company, in compliance with the reduction of the registered capital of the Company in Item 8 and 9.
11. To approve the issuance of non-transferable warrants to purchase the ordinary shares of the Company to the directors and employees of the Company, No. 4.
12. To approve the increase of the registered capital of the Company.
13. To approve the amendment of Clause 4 of the Memorandum of Association of the Company, in compliance with the increase of the registered capital of the Company in Item 12.
14. To approve the allotment of newly-issued ordinary shares of the Company.
15. To consider other business (if any).The Company will close the share Register Book on April 7, 2006 at 12:00 hours until the meeting is adjourned. Eligible shareholders may exercise the right to attend the Annual General Meeting of Shareholders and the Dividend Right.
10. Approved the reduction of the registered capital of the Company in respect to the cancellation of ESOP 2 warrants of 5,531,060 units and ESOP 3 warrants of 1,900,000 units, the Chairman proposed the meeting to consider and approval the reduction of the registered capital of the Company from Baht 1,524,660,590 (One thousand five hundred twenty-four million six hundred sixty thousand and five hundred ninety Baht) to Baht 1,450,349,990 (One thousand four hundred fifty million three hundred forty-nine thousand and nine hundred ninety Baht), by cancellation of 7,431,060 (Seven million four hundred thirty-one thousand and sixty) unpaid registered shares.
11. Approved the amendment of Clause 4 of the Memorandum of Association of the Company, for compliance with the reduction of the registered capital of the Company in item 8 and 10.
12. Approve the issuance of non-transferable warrants to purchase the ordinary shares of the Company to the directors and employees of
the Company, No. 4
In order to motivate the directors and employees of the Company to effectively perform their work, the Company should issue and offer
for sale of the warrants to purchase the ordinary shares of the Company to the directors and employees of the Company, No. 4 (the Warrant No. 4), in accordance with the Notification of the Securities and Exchange Commission Gor.Jor.No. 36/2544 Re: Offer the Newly Issued Securities for Sale to Directors or Employees, dated October 19, 2001 (as amended), as details in the Attachment A:
13. Approve the increase of the registered capital of the Company.
The Meeting approved the increase of the registered capital of the Company by Baht 55,000,000 (Fifty-five million Baht), from Baht 1,450,349,990 (One thousand four hundred fifty million three hundred forty-nine thousand and nine hundred ninety Baht) to Baht 1,505,349,990 (One thousand five hundred five million three hundred forty-nine thousand nine hundred ninety Baht), by newly issuing 5,500,000 (Five million five hundred thousand) ordinary shares, with the par value of Baht 10 (Ten Baht) each.
14. Approved the amendment of Clause 4 of the Memorandum of Association of the Company, in compliance with the increase of the registered capital of the Company in Item 13.
15. Approve the allotment of newly-issued ordinary shares of the Company.
The Meeting consider and approve the allotment of newly-issued ordinary shares, for 5,500,000 (Five million five hundred thousand) shares, with the par value of Baht 10 (Ten Baht), by allotting the said newly-issued ordinary shares to support the exercise of right to purchase the
newly-issued ordinary shares to be issued and offered for sale by the Company to the directors and employees of the company as approved in item 12.
We, therefore, inform you of the above for your acknowledgment and dissemination to the public and other investors.Yours faithfully,
(Ms. Pissamai Saibua)
Chief Finance Officer
