23 February 2009
Right of shareholders to convene AGM, pay dividend
February 23,2009
SBN. 001/2009
Subject : Resolutions to the Board of Directors' Meeting No. 1/2009
To : Managing Director
The Stock Exchange of Thailand
Enclosure : Form to Report on Names of Members and Scope of Work of
Audit Committee (F24-1)
Sabina Public Company Limited hereby reports the resolutions of
the Board of Directors'
Meeting No.1/2009,which was held on February 23,2009 has resolved as Follows:
1. Acknowledged the reports of the Company's operating results for the
year ended December
31,2008
2. Certified Balance Sheet and Income Statements for the year ended
December 31,2008
3. The annual dividend payment for the operation of the year 2008 will
be Baht 1.40 per share,
totaling Baht 97,300,000 paid out of net profits gained from
corporate tax exempted business
(BOI) under Certificate of BOI Promotion No.1653 (2)/2545 but the
board of directors had
agreed and made the interim payments at Baht 0.75 per share,
totaling Baht 52,125,000 ,so the
balance of Baht 0.65 per share, totaling Baht 45,175,000 ,will be
paid to shareholders on May
22,2009 and determine the right of the shareholders to receive
the dividend on May 11,2009 and
collect list of shareholders for Section 225 of Statute of
Securities and The Stock Exchange of
Thailand by closed the share register book on May 12,2009
4. Resolution to re-appointment of Audit Committee whose term has
ended for another term.
The re-appointed Audit Committee members are as follows :
1) Miss Rawewan Pepayopanakul Chairman of the Audit
Committee
2) Mr.Somchai Vanavit Audit Committee
Member
3) Mr.Yuthana Adipath Audit Committee
Member
Secretary of the audit committee : Miss Nuanchan
Hansakulbunterng
The Audit Committee has term of 2 years ,effective
from May 3 ,2009 onwards.
5. Resolution to change in the scope of duties and responsibilities of
Audit Committee as
prescribed in the Notification of The Stock Exchange of Thailand ,
Re: Qualification and Scope of Work of the Audit committee ,2008.
It should be effective from
February 23,2009 onwards ,the details of which are appeared in
the enclosure attached hereto.
6. Resolution to re-appointment of directors who retired by rotation for
another term
The retired directors are
1) Mr.Viroj Thanalongkorn Board of Director Chairman
2) Mr.Apisit Jongkittipong Director
3) Mr.Somchai Vanavit Director and Independent
Director
and appointment Mr. Somchai Vanavit as Independent Director too.
7. Resolution to appointment of new director is Mr. Aphinan Busabok
8. Resolution the directors' remuneration for the year 2009,as follows :
Basic remuneration is equal for each director and responsibility's
remuneration for another
assignment equal to the year 2008
Chairman of the Board of Directors Baht 30,000 /per
person/per month
Chairman of the Audit Committee Baht 5,000 /per person/per
month
Chairman of the Board of Management Baht 5,000 /per person/per month
Board of Directors Baht 10,000 /per
person/per month
Audit Committee Baht 5,000 /per
person/per month
Board of Management Baht 5,000 /per
person/per month
Pension 2 percent of net profit
for each quarter ,payment
for each quarter and also
the authority of the
Board of Director in
determining the amount of
remuneration payable to
each director
9. Resolution to appointment of
Professor Kesaree Narongdej CPA Licence No.76 or
Mrs. Natsarat Sarojchanunjean CPA Licence No.4563 or
Mr.Chaiyuth Angsuwittaya CPA Licence No.3885
from the office of A.M.T Associate as the Company's auditors for the
year 2009 with the
remuneration as follows :
Annual auditor's remuneration Baht 650,000
Consolidated auditor's remuneration Baht 100,000
Quarterly review for quarter 1,2 and 3 Baht 360,000
totaling Baht 1,100,000
other expenses :travel, stamp, fax etc.
will pay for actual expenses
10. Resolution to determine the right of the shareholders to convene the
Annual General Meeting of
shareholders No.1/2009 on March 11,2009 and collect list of shareholders
for section 225 of
Statute of Securities and The Stock Exchange of Thailand by closed the
share register book on
March 12,2009 and determine the convening of the Annual General Meeting of
shareholders
No.1/2009 on April 24,2009 at 14.00 hr at branch of company ,7th floor,
12 Arunamarin Road ,Khwang Arunamarin, Khet Bangkoknoi, Bangkok and has
agenda as
follows :
Agenda Item 1 to certify the minutes of the Annual General Meeting of
Shareholders
No.1/2008
Agenda Item 2 to acknowledge the reports of the Company's operating
results for the
year ended December 31,2008
Agenda Item 3 to consider and approve the balance sheet and income
statements for the
year ended December 31,2008
Agenda Item 4 to consider and approve the annual dividend payment and
appropriation
of statutory reserve for the year 2008
Agenda Item 5 to consider and approve to re-appointment of directors
who retired by
rotation for another- term
Agenda Item 6 to consider and approve to appointment of new director
Agenda Item 7 to consider and approve the directors' remuneration for
the year
2009
Agenda Item 8 to consider and approve to appointment the auditor and
the auditor's
remuneration
Agenda Item 9 to consider other matters (if any)
Please be informed accordingly .
Respectfully yours
(Mr.Bunchai
Punturaamporn)
Chief
Executive Officers