21st April, 2005
Subject To report the resolution of the shareholders' annual
general meeting 2006
Attention The President, the Stock Exchange of Thailand
The shareholders' annual general meeting 2006 of Asian Property
Development PLC., held on 21st April, 2006 between 10.35 a.m. to
11.55 a.m. at Nai Lert Park Bangkok A Raffles International
Hotel, 2 Wireless Road, Bangkok 10330, has resolved as following :
1.certified the minutes of the shareholders' Annual General
Meeting 2005 held on 28th April, 2005;
2.approved the Company's balance sheet and profit and loss
statements for the year ended 31st December, 2005;
3.approved the dividend payment for the year 2005's operating
result at 0.14 Baht/Share, which will be paid on 16th May, 2006.
The Company's shareregistration book will be closed for the right
to receive dividend on 2nd May, 2006, at 12.00 AM; and the
allocation of 5% of Net profit, totaling 38.3 Million Baht, for
Legal Reserve:
4. reappointed the directors who retired by rotation,
Mr. Anuphong Assavabhokhin,
Mr. Pichet Viphavasuphakorn,
Mr. Chaiyarat Thampeera
Mr. Vilas Pilakasiri;
5.appointed 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 fee of 1,130,000 Baht;
6.approved Director's monthly remuneration for the year 2006 as
following.
1. Chairman (Non-Management) 30,000 Baht/month
2. Chairman of Audit Committee 25,000 Baht/month
3. Director or Member of Audit Committee 20,000Baht/month/person.
Each Director can be remunerated only one highest rate (in case of
holding more than 1 position)
The Directors who are the management of the Company or of the
Company's Subsidiaries, are not be remunerated;
7.approved to pay Directors' Bonus at 125,000 Baht/Director;
8.approved that the Company will issue and offer for sale of
debentures in the amount 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. This issue will be proposed to the shareholders' meeting
for approval.
For your acknowledgement.
Yours Faithfully,
Asian Property Development Plc.
Mr.Pichet Vipavasuphakorn
Managing Director