28 November 2008
Notification of the date fixed for AGM 2009 & for dividend
No. 0630/2008
November 27, 2008
To: The President
The Stock Exchange of Thailand
Notification : Resolutions passed at Company's Board of Directors' Meeting -
Date fixed to convene the Annual General Shareholders Meeting for the year
2009 -Record date for dividend payment
The following resolutions were unanimously passed at the Company's
Board of Directors'Meeting No. 8/2551, held on 27 November 2008:-
1. As Mr. Thanakorn Buranaphan intends to resign from the company's Board
of Directors of Phatra Leasing Public Company Limited. Being effective on
November 26, 2008.
The Meeting was appointed Mr. Anupon Likitpurkpaisan is the Independent
Director of company will be effective on November 27, 2008. The Company hereby
certifies that the aforementioned director meet all the qualifications
prescribed by the S.E.C and The Stock Exchange of Thailand.
2. The Meeting was approved the issuance and offering of the debentures in
the aggregate amount not exceeding Baht 3,000 million, the details of which
were described below:
Use of Proceeds : As working capital and/or business expansion
and/or appropriate source of fund for the
performance of the repayment of loan and/or
redemption of debentures.
Type : Debentures which can be characterized as an
amortization bullet payment, secured or
unsecured, with or without debentureholders'
representative, depending on the prevailing
market conditions at the time of issuance and
offering of the relevant debentures.
Amount : Not exceeding Baht 3,000 million
Offering : The Debentures will be offered domestically
and/or internationally to any investors and/or
on the private placement basis and/or to
the institutional investors and/or the high net
worth investors and/or any specific investors
and/or any investors specified by the
Capital Market Supervisory Board, either in
whole or in part which could be single or
multiple offerings.
Term : Not exceeding 5 years.
Other Conditions : Terms and conditions of the Debentures, such as
type of debentures to be issued each time, face
value, offered price per unit, interest
rate, appointment of debentureholders'
representative, allocation method, details of
the offering, early redemption, registration on
the secondary markets (if any) shall be
determined and fixed by the Board of Directors
and/or any person(s) entrusted by the Board of
Directors.
In addition, the Meeting authorize the Board of Directors and/or
any person(s) entrusted by the Board of Directors to have the power to
determine or amend the terms and conditions as well as the details relating
to the issuance and offering of the debentures, including to have the power to
do any acts and things necessary for and in relation to the carrying out of
the issuance and offering of the debentures and in compliance with the
applicable law, as well as to have the power to appoint the underwriter, to
enter into and execute the Underwriting Agreement and/or other relevant
agreements, to prepare and submit the application and other documents to the
Office of the Securities and Exchange Commission, other relevant authorities,
and/or other relevant person(s) and should be submitted for approval at the
Annual General Shareholders Meeting for the year 2009.
3. Approval of the amendment of the Company's fiscal year to:-
"The fiscal year of the Company shall commence on 1 January and
shall end on 31 December of every year."
The matter should be submitted for approval at the Annual General
Shareholders Meeting for the year 2009.
4. Approval of the amendment of the Company's Articles of Association -
Clause 35 to be cancelled and replaced with the following:-
"Clause 35. The fiscal year of the Company shall commence on 1
January and shall end on 31 December of every year."
The authorized directors or their designates were also authorized and
empowered to process such an amendment and/or addition to the said
Articles of Association according to the orders given by the Public Companies
Registrar, Office of the Securities & Exchange Commission, the Securities
Exchange of Thailand and/or other officials concerned. The matter should be
submitted for approval at the Annual General Shareholders Meeting for the year
2009.
5. Approval of the amendment/ addition to the Company's objectives to:-
"Clause 19. To engage in the business activities of providing
advertising services, acting as advertising agency in all types of media
including advertising via radio, T.V., cinemas, newspapers, magazines, both
within the outside the premises"
The matter should be submitted for approval at the Annual General
Shareholders Meeting for the year 2009.
6. Approval of the amendment/addition to Clause 3 of the Company's
Memorandum of Association to:-
"Clause 3. the Company has 19 objectives per details attached in
Form BorMorJor 002".
The matter should be submitted for approval at the Annual General
Shareholders Meeting for the year 2009.
7. Approval and appointment of one additional director - Mr. Pongtep Polanun
The matter should be submitted for approval at the Annual General
Shareholders Meeting for the year 2009.
8. The Shareholder register book for the right to entitled to attend the
Annual General Shareholders Meeting for the year 2009 and the right to
dividend payment shell be recorded on December 15, 2008. Also, December 16,
2008 shell be the book-closing date on which the shareholder list as specified
in section 225 of the of the Securities & Exchange Act shell be compiled.
9. Fixing of the date to convene the Annual General Shareholders Meeting for
the year 2009 on 27 January 2009 at 10:00 hours, at Choa Samphaya Room, 4th
floor The Grand Ayudhaya Hotel Bangkok, Rachadapisek Road, Huaykwang, Bangkok
10320, to consider the following items on the Agenda:-
Agenda No. 1 Approval of the Minutes of the Annual General
Shareholders Meeting for the year 2008.
Agenda No. 2 Report on business operation for the year 2008.
Agenda No. 3 Consideration of the 2008 financial statements.
Agenda No. 4 Consideration of 2008 dividend payment.
Agenda No. 5 Consideration and re-appointment of directors due to
retire by rotation as follows:-
1 Asso. Prof. Chawalee Pongpatirochna
Chairman Chairman of the Audit Committee &
Independent Director
2 Mr. Arpatsorn Bunnag
Audit Committee & Independent Director
3 Mrs. Nualpan Lamsam
Director
4 Mr. Anupon Likitpurkpaisan
Independen Director
And to fix the authorized signatories
" Two authorized directors co-signatories with the
Company's seal "
Agenda No. 6 Consideration and appointment of an additional Director
- Mr.Pongtep Polanun
Agenda No. 7 Consideration of Directors' fee.
Agenda No. 8 To consider the appointment of the auditors and the
fixing of aditors'remuneration. The Meeting passed a resolution to appoint
Mr.Thridtong Thepmongkorn, Registration No. 3787 and/or Mrs. Wilai
Buranakittisopon, Registration No. 3920 and/or Ms. Pantip
Gulsantihamrong, Registration No. 4208 of KPMG Phoomchai Audit
Ltd., as the Company's auditors for the year 2006. The auditors'
remuneration was fixed at Baht 980,000.-
Agenda No. 9 Consideration and approval of debenture issuance plan.
Agenda No. 10 Consideration and approval of the amendment of the
fiscal year.
Agenda No. 11 Consideration and approval of the amendment of Clause
35 of the Company's Articles of Association.
Agenda No. 12 Consideration and approval of the amendment / addition
of the Company's objectives.
Agenda No. 13 Consideration and approval of the amendment / addition
of the Company's Memorandum of Association.
Agenda No. 14 Consideration of other matters.
10. The Meeting deemed it appropriate to propose the payment of 2008
dividend for the year ending 30 September 2008 at the rate of Baht 0.30 per
share for a total of 447,369,569 shares on Thursday, 12 February 2009.
Please be informed accordingly,
Yours sincerely,
(Mrs. Thipsuda Kuenkong)
Company Secretary
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