1st March, 2006
Subject To report the resolution of the Board of Directors'
Meeting No. 3/2006
Attention The President, the Stock Exchange of Thailand
The Board of Directors' Meeting No. 3/2006 of Asian Property
Development PLC., held on 1st March, 2006 between 11.05 a.m. to 12.05
p.m. at Ocean Tower 1, 18th Floor, No. 170/57
Rachadapisek Road, Klongtoey, Bangkok has resolved as follows:
-Propose for approval from Shareholders' Meeting for Dividend Payment
for the year 2005 at 0.14 Baht/Share, the closing date of share
register book to determine the right to receive the Dividend shall be
from May 2, 2006, at 12.00 AM. The dividend payment date will be on
May 16, 2006;
-Propose for approval from Shareholders' Meeting the reappointment of
directors as follows:
Mr. Anuphong Assavabhokhin
Mr. Pichet Vipavasuphakorn
Mr. Chaiyarat Thampeera
Mr. Vilas Pilakasiri;
-Propose for approval from Shareholders' Meeting to pay director fees
for the year 2006 (same figures as last year) as follows:
President 30,000 Baht per month
Chairman of Audit Committee 25,000 Baht per month
Director or Member of Audit Committee 20,000 Baht per month
and propose for approval from Shareholders' Meeting to pay Director's
Bonus for the year 2005 at 125,000 Baht/Director;
-Propose for approval from Shareholders' Meeting on the appointment of
Mr. Ruth Chaowanagawi, CPA (Thailand) License No. 3247, and/or Mrs.
Saifon Inkaew, CPA (Thailand) License No. 4434, and/or Miss Thipawan
Nananuwat, CPA (Thailand) License No. 3459, of Ernst & Young Office
Limited to be the company's auditor for the year 2006 with the
auditor's fees of 1,130,000 Baht, and 1,670,000 Baht for the company's
subsidiaries;
-Propose for approval from Shareholders' Meeting to issue and offer
for sale of debenture of not exceeding Baht 1,100,000,000 or in any
other currency equivalent thereto whereby such debentures may be
subordinated and/or unsubordinated type, with debentureholders
representative and/or without debentureholders representative, secured
and/or unsecured or any other type of debentures dominated in Thai
Baht and/or any other currency with the term of no less than 3 years,
the offer for sale of which may be made to local investors and/or
foreign investors, by way of public offering and/or private placement
and/or to institutional investors having qualification as specified in
the notification of the Securities and Exchange Commission, and
entirely or partially within one or several times offering, as the
Company deems appropriate .
In this regard, the Board of Directors and/or any person(s) assigned
by the Board should have the power to determine any details in respect
of such debentures, i.e. type, security, currency to be denominated,
amount, term, par value, offering price, rate of interest, early
redemption right of the Company (Call Option), early redemption right
of debentureholders (Put Option), offering procedure, and issuing and
offering period as the Board and/or such assigned person(s) may deem
appropriate by taking into account the circumstances for the time
being, and that the Board and/or such assigned person(s) should also
have power to appoint the debentureholders representative, registrar,
distributor, underwriter, advisor and/or any other persons needed to
be involved, including to agree on any terms and conditions of the
relevant agreements and/or documents, to prepare, provide, furnish
and/or file any documents and information, to register or list such
debentures on the Thai Bond Dealing Center or any other secondary
market, to prescribe any rules, regulations, conditions and other
details in respect there of and to proceed with any other acts and
things for the accomplishment of the aforementioned objectives under
the relevant rules, regulations, notifications and laws;
-Set the date for the Ordinary General Meeting of Shareholders for the
Year 2006 on April 21, 2006, the agenda will be :
1 Certify the minutes made at Annual General Meeting of
Shareholders 2005.
2 Consider the Company's 2005 operating result and approve the
Company's Balance Sheet, Profit and Loss Statements as at 31st
December,2005.
3 Consider the dividend payment for 2005 operating result;
4 Reappoint new directors to succeed these completing their
terms;
5 Appoint Auditor and approve auditor's fees for 2006;
6 Consider and approve the Director's fees and Director's bonus;
7 Consider and approve the Company's issuance and offer for sale
of debenture of not exceeding Baht 1,100,000,000;
8 Consider other issues (if any).
-The closing date of share register book to determine the right to
attend the Ordinary General Meeting of Shareholders shall be from
March 31, 2006 at 12:00 a.m. until the conclusion of the shareholders'
meeting.
For your acknowledgement
Yours Faithfully,
Asian Property Development Plc.
Mr.Pichet Vipavasuphakorn
Managing Director