18 December 2008
Resolutions of the EGM No. 1/2551
- Translation -
No. TTW/0595/08
December 18, 2008
Subject : Notification of the Resolutions of the Extra Ordinary General Meeting
of Shareholders No.1/2551
Attention : President
The Stock Exchange of Thailand
Thai Tap Water Supply Public Company Limited ("Company") would
like to notify that the Extra Ordinary General Meeting of Shareholders No.
1/2551 held on December 17, 2008 at 3.00 p.m. to 4.10 p.m. at Auditorium, 3rd
Floor, Salaya Pavilion Hotel, No. 999,Buddhamonthon 4 Road, Tambon Salaya,
Amphoe Buddhamonthon, Nakhon Pathom Province,has resolved as follows:
Agenda 1 To Consider and Approve the Minutes of the Extraordinary
General Meeting of Shareholders No.2/2550
Resolution The Meeting by majority of the total entitled votes
approved the Minutes of the Extraordinary General
Meeting of Shareholders No.2/2550 which was held on 5, October 2007, as
proposed, with following votes :
Approved 3,525,967,333 votes or 99.9325 %
Disapproved 0 votes or 0.0000 %
Abstain 2,381,400 votes of 0.0675 %
Agenda 2 To Consider and Approve the Dividend Payment From The
Results of Operations for the Year 2007
Resolution The Meeting by majority of the total entitled votes resolved
that the Company pay the dividend from the net profit of the business under
the investment promotion of the year 2007 to the shareholders of the company
in amounting of 3,990,000 shares at the rate of Baht 0.15 per share, totaling
Baht 598,500,000 to the shareholders (the Company specifies the list of
shareholders entitled to receive dividend on Thursday, 20 November 2008. The
list of shareholders shall be collected pursuant to Section 225 of the
Securities and Exchange Act by closing the share register book for suspension
of share transfer on Friday, 21 November 2008.), whereby the dividend payment
was scheduled to be made to the shareholders on 25 December 2008, as proposed,
with following votes :
Approved 3,528,348,733 votes or 100.0000 %
Disapproved 0 votes of 0.0000 %
Abstain 0 votes of 0.0000 %
Agenda 3 To Consider and Approve the Engagement of CH. Karnchang
Public Company Limited to Construct the Civil Work for
Enhancement of Production Capacity
Resolution The Meeting resolved that the Company to engage CH. Karnchang
Public Company Limited who was connected person to construct
the civil work at the amount of not exceeding Baht 640 million
for enhancement of production capacity. In this regard, the Company received
approval by the Provincial Waterworks Authority (PWA) to enter into the Water
Purchase and Sale Agreement for additional tap water purchase with the PWA.
The Meeting approved with the votes of more than three-fourths of the total
votes of the shareholders attending the meeting and having the right to vote,
excluding votes of the interested persons, as proposed, with following votes :
Approved 1,733,414,233 votes or 99.4268 %
Disapproved 0 votes or 0.0000 %
Abstain 9,993,200 votes or 0.5732 %
Agenda 4 To Consider and Approve the Issuance and Offering for Sale of
Debt Instrument in the Form of Bills and/or Debentures
Resolution The Meeting resolved that the Company's issuance and offering
for sale of debt instruments in the form of bills an/or debentures not
exceeding Baht 7,500 million to be used for repaying the
existing long-term loans to the Lenders and/or covering the plant
enhancement and capacity. Such bills and/or debentures maturity
date shall not be exceeded 10 years from the date of issuance of
the bills and/or debentures. The debentures may be offered for
sale in Thailand and/or abroad, to the public and/or institutional
investors and/or high net worth investors and/or specific investors
and/or any other persons, which may be offered once or several
times and/or on a revolving basis or in any other manner. The
debentures may be issued and offered for sale separately from, in
combination of, or together with other type of securities. Bills
and/or debentures may have or may not have put option for the
holders or call option for the Company to redeem any issued bills
and/or debentures prior to the maturity. In the case where the
Company redeems or repays the bills and/or debentures issued
under the above total authorized offering amount, the Company
will be able to issue and offer for sale new bills and/or debentures
on a revolving basis within the amount not exceeding Baht 7,500
million. By granting approval for the Board of Directors or the
Managing Director or the person designated by the Board of
Directors or the Managing Director to have the power to consider
and determine criteria, conditions and other details relating to the
issuance and offering for sale of bills and/or debentures which
have not yet been determined as necessary and appropriate
according to the laws, such as, name and characteristics, type of
offering, amount of bills and/or debentures to be issued and
offered for sale each time, type of bills and/or debentures,
guarantee, collateral, offering price per unit, term, maturity, early
redemption right, other rights and duties according to the bills
and/or debentures to be issued at such time, interest rates, principal and
interest payment method, allocation method and details of offering, etc. In
addition, it includes the listing of bills and/or debentures on the Stock
Exchange of Thailand, securities dealing center or any other secondary
markets including organizations. The above persons also have the power to
apply for approval from, make disclosure to, and proceed any and all
relevant acts with the relevant regulatory agencies, appoint advisors or
relevant persons with respect to the issuance and offering of bills and/or
debentures as well as contact, negotiate, nter into, execute and amend
relevant documents and contracts, and take any action relating to the issuance
and offering of bills and/or debentures as necessary and appropriate.
The Meeting approved with the votes of more than three-fourths of
the total votes of the shareholders attending the meeting, as
proposed, with following votes :
Approved 3,514,911,033 votes or 99.5744 %
Disapproved 8,391,300 votes or 0.2377 %
Abstain 6,631,800 votes or 0.1879 %
Agenda 5 To Consider and Approve the Appointment of Independent
Director
Resolution The Meeting by majority of the total entitled votes approved
the appointment of Dr.Thanong Bidaya to be a director and independent
director, as proposed, with following votes :
Approved 3,166,580,809 votes or 89.7065 %
Disapproved 0 votes or 0.0000 %
Abstain 363,353,324 votes or 10.2935 %
Agenda 6 To Consider Other Matters (If any)
There were no other matter for consideration.
Please be informed accordingly.
Very truly yours,
(Sompodh Sripoom)
Managing Director