Approved Audited F/S for Y2006 and declaration of dividend
SET003/2007
February 23, 2007
Subject : To report the resolution of the Board of Directors' Meeting, session. 1/2007
To : President The Stock Exchange of Thailand
The Board of Directors' Meeting, session 1/2007 of SVI Public Company Limited held on February 23, 2007, at 11.00 a.m., at Emperor 2, 28th. Floor, Pacific City Club, 142 Sukhumvit Road, Bangkok, has resolved the followings:
1. The Minutes of the Board of Directors Meeting, session 8/2006 be certified.
2. Approved the report of the company's operating results for the Year 2006.
3. Approved the Audited Financial Statements for the year ended December 31, 2006 and Audit Committee Report for the year 2006.
4. Approved the allocation of profit and declaration of dividend for year 2006 per the following details.
- Dividend per share has been approved at 0.60 Baht. The payment of dividend is scheduled on May 25, 2007.
- Shareholder Registration closed for Dividend Right on April 5, 2007 at 12.00 noon.
5. Approved the election of directors in substitution of retiring Directors.
General Tianchai Sirisumpan, Chairman, and Dr. Pruchya Piumsomboon, Director, were retired from Directorship by rotation.
The Meeting unanimously approved the appointment of Dr. Suvarn Valaisathien to be a Chairman of the Board of Directors replacing General Tianchai Sirisumpan and re-elected Dr. Pruchya Piumsomboon to be the Company Director.
6. Approved the directors' fees and their remuneration for year 2007.
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 2007.
8. Approved the reduction of the registered capital of the Company in respect to the cancellation of ESOP 1 warrants of 75,000 units and ESOP 4 warrants of 225,000 units due to the resignation of employee and director, the Chairman proposed the meeting to consider and approve for the reduction of the registered capital of the Company from Baht 1,864,078,070 (Baht: One thousand eight hundred sixty-four million seventy-eight thousand and seventy) to Baht 1,861,078,070 (Baht : One thousand eight hundred sixty-one million seventy-eight thousand and seventy), by cancellation of 300,000 (Three hundred thousand) unpaid registered shares.
9. Approved the amendment of 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.
10. Approved the amendment of Company's Article of Association item 6 paragraph 2 as below:
From "In case, if the company has assigned The Stock Exchange of Thailand be the company's stock registrar. The procedures in relation to the company's registration have to be complied with registrar's requirement"
To "In case, if the company has assigned Thailand Securities Depository Co., Ltd. be the company's stock registrar. The procedures in relation to the company's registration have to be complied with registrar's requirement"
11. Approved Globe Vision Corp. (Subsidiary) to acquire Shi Wei Electronics (HK) Company Limited, a company incorporated in Hong Kong to be a trading company and approved Mr. Pongsak Lothongkam be and is hereby authorized to operate on behalf of the Company in connection with the acquisition of Shi Wei Electronics (HK) Company Limited. Details of the acquisition are as follows:
Company name Shi Wei Electronics (HK) Company Limited Country Hong Kong Type of business Trading company Book value of each share HKD 1 Par value of each share HKD 1 Registered capital HKD 10,000 Paid-up capital HKD 0 Percentage of acquired ownership 100% Capital paid by SVI HKD 0 Source of capital Internal cash/Loan from bank Connected transaction Acquisition of Company that SVI's director, Mr. Pongsak Lothongkam, is a shareholder. However, Shi Wei Electronics (HK) Company Limited has no paid-up capital and Globe Vision Corp. will not pay for this acquisition to Mr. Pongsak Lothongkam.
12. Convening the Annual General Meeting of Shareholders No. 1/2007.
The Chairman proposed The Annual General Meeting of Shareholder No. 1/2007 to be convened at 10:00 hours, on April 26, 2007, at Grand Miracle Hotel, Magic 1 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 Extraordinary General Meeting of Shareholders No. 1/2006.
2. To acknowledge the report of the Company's operating result for the year 2006.
3. To approve the company audited financial statement for the year ended December 31, 2006.
4. To consider and approve the allocation of profit and declaration of dividend for year 2006.
5. To consider and approve the election of directors in substitution of retiring Directors and consider and approve the director's fee and their remuneration.
6. To approve the auditor' fees and their remuneration for year 2007.
7. Approved the reduction of the registered capital of the Company in respect to the cancellation of ESOP 1 warrants of 75,000 units due to director retired by rotation the and ESOP 4 warrants of 225,000 units due to the resignation of employee.
8. 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 7.
9. To approved the amendment of Company's Article of Association item 6 paragraph 2.
10. To consider other business (if any).
The Company will close the share Register Book on April 5, 2007 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.
We, therefore, inform you of the above for your acknowledgment and dissemination to the public and other investors.
Yours faithfully,
(Ms. Pissamai Saibua)
Chief Financial Officer
