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28 พฤศจิกายน 2551

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 4