The details of the 2007 AGM

BackMar 23, 2007

March 23, 2007

RE : To report the details of the 2007 Ordinary Annual General Meeting of Shareholders

TO : The President, the Stock Exchange of Thailand

The Board of Directors' Meeting of Asian Property Development PLC has resolved the 2007 Ordinary Annual General Meeting of Shareholders to be held on Friday 27th April, 2007 at 10.30 a.m. at Nai Lert Park Bangkok A Raffles International Hotel, 2 Wireless Road, Bangkok 10330. Details are as follows :

9.00 a.m. - 10.30 a.m. Shareholders' registration
10.30 a.m. Start Meeting with the following agenda :

Agenda 1 Certify the minutes made at Ordinary Annual General Meeting of Shareholders2006
Directors' opinion: Certify the Minutes

Agenda 2 Consider the Company's 2006 operating results and approve the Company's Balance Sheet, Profit and Loss Statement as at 31st December 2006
Directors' opinion: Inform the Company's 2006 operating results to the shareholders and certify the Audited Company's Balance Sheet and Profit and Loss Statement as at 31st December 2006 (copies are attached)

Agenda 3 Consider and approve for Dividend Payment for the year 2006 and allocation for Legal Reserve
Directors' opinion: The Company's 2006 Net Profit was 1,344 million Baht or 0.59 Baht per share. The Company's dividend pay-out policy is not more than 50% of net profit. Therefore, the shareholders should approve the dividend payment for the year 2006 operating results, at 0.23 Baht/Share (equivalent to 38.98% of earnings per share). The Company's share registration book will be closed for the right to receive dividend on 10th May, 2007 at 12.00 AM, and the dividend will be paid on 24th May, 2007. In the meantime, the Company needs to allocate Net profit, totaling 40.06 million Baht, for Legal Reserve.

2006
2005
Earning per share
0.59 Baht
0.34 Baht
Dividend per share
0.23 Baht
0.14 Baht

Agenda 4 Consider reappointment of Directors who retired
Directors' opinion: According to the Company's regulation, the Directors who retired in this year include :

Name
Title
Type
Mr.Chatchaval Bhanalaph,
Chairman of the Board Of Directors
Independent Director
Dr. Naris Chaiyasoot,
Chairman of Audit Committee
Independent Director
Mr. Payont Sakdejayount,
Vice President
Director from Related Company
Mr. Pong Sarasin,
Director
Director from Related Company

Criteria : Based on the suggestion and consideration of the Selection and Remuneration Committee, these 4 directors should be reappointed for another term, suggesting that the first 3 persons are in the important positions in the board of directors; Chairman of the Board of Directors, Chairman of Audit Committee and Vice President. All of them have suitable qualifications and highly contributed their knowledge to the Company.

The fourth one has a lot of experience in the public and private Sector. Since he has attended the Board of Directors in 1990, he provided a lot of useful suggestion to the Board of Directors and to management team.

Details of Biography and background of the persons who are proposed to be directors and details of number of Board's meetings, percentage of attendance and attended year are enclosed (Enclosure 4 and 5).

Agenda 5 Consider appointment of the Auditor and approve Auditor's Fees for 2007
Directors' opinion: Based on the suggestion and consideration of the Audit Committee, Board of Directors propose to appoint Miss Thipawan Nananuwati, CPA (Thailand) License No. 3459, and/or Miss Ratana Jala, CPA (Thailand) License No. 3734,and/or Mrs. Saifon Inkaew, CPA (Thailand) License No. 4434, of Ernst & Young Office Limited to be the company's auditor for the year 2007 with the auditor's fees of 1,290,000 Baht (last year 1,130,000 Baht).

In the event that those auditors are unable to perform their duties, Earnst & Young Office Limited is authorized to assign another of its auditors to perform the audit and express an opinion on the Company's financial statements in their place.

Earnst & Young Office Limited are appointed to be the Company's auditor since last year for the reason to follow good governance in relocation of auditor.

Earnst & Young Office Limited are appointed to be the auditors for the Company's subsidiaries with the auditor's fees of 1,860,000 Baht (last year 1,530,000 Baht).

2007
2006
Auditor's fees (Baht)
Company only
1,290,000
1,130,000
Subsidiaries
1,860,000
1,530,000
Total
3,150,000
2,660,000

Agenda 6 Consider Director's monthly remuneration
Directors' opinion: Based on the suggestion and consideration of the Selection and Remuneration Committee, the Board of Directors proposes Director's monthly remuneration for the year 2007 as following.

1. Chairman 30,000 Baht/month
2. Chairman of Audit Committee 25,000 Baht/month
3. Director or Member of Audit Committee 20,000 Baht/month/person.

The Company's remuneration rate are not changed since 2002. 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. Now, there are 5 Directors, who are the management of the Company and management of Company's Subsidiaries, who are not remunerated (Enclosure 5).

Agenda 7 Consider and approve Director's Bonus
Directors' opinion: Director's monthly remuneration have not been changed for 5 years and also proposed in agenda 6 for remaining unchanged in 2007. In the past years, the shareholders approved director's bonus to be based on the Company's net profit.

In 2006, the shareholders approved to pay bonus at 125,000 baht/director (based on 2005 net profit of 765 million Baht) or totaling 1.6 million Baht or 0.2 % of net profit.

In 2006 the Company's net profit were 1,344 million Baht, therefore the shareholders should approve the director's bonus at 200,000 Baht/director for every directors (approx. 2.6 million Baht or 0.2% of 2006 net profit). The bonus will be paid on the same day of dividend payment.

 
2006
2005
Net Profit (million Baht)
1,344
765
Bonus (million Baht)
2.6
1.625
Percentage of net profit
0.2%
0.2%

In this Agenda, there are some shareholders who are the company's directors or have some relationship with some directors, will have no right to vote (related transaction).

Agenda 8 Consider and approve the change of the allotment of unpaid ordinary shares reserve for the exercise of Warrants

Directors' opinion: The Company have unexercised ordinary shares of 157,341 shares (One hundred fifty-seven thousand three hundred forty-one shares) at par value of Baht 1 (One) in accordance with the Warrants issued to the existing shareholders of the Company (AP-W1) had expired. The shareholders should approve the change of the unpaid shares allotment of the unexercised ordinary shares of 157,341 shares (One hundred fifty-seven thousand three hundred forty- one shares) at par value of Baht 1 (One Baht) in accordance with the Warrants issued to the existing shareholders of the Company (AP-W1) which was already expired. The details are as following.

Old: To additionally reserve for the exercise of Warrants issued to the existing shareholders of the Company (AP-W1) which may be effected from adjustments of an exercise price and exercise ratio according to terms and conditions in the prospectus. Any unsubscribed shares remaining from Warrants being not issued or not exercised may be offered in one or several trances via the private placement in accordance with the Notification of the Securities and Exchange Commission No. Kor.Jor.12/2543. The Board of Directors shall be authorized to determine an offering price, subscription period, conditions and other details of the allocation including a "market price" as required by the relevant SEC notifications. (The resolution of the shareholders' Annual General Meeting for the year 2005)

New: To additionally reserve for the exercise of Warrants issued to the directors and employees of the Company and subsidiaries (ESOP-W1), which may be effected from adjustments of an exercise price and exercise ratio according to the terms and conditions specified in the prospectus. Any unsubscribed shares remaining from Warrants being not issued or not exercised may be offered in one or several trances via the private placement in accordance with the Notification of the Securities and Exchange Commission No. Kor.Jor. 12/2543. The Board of Directors shall be authorized to determine an offering price, subscription period, conditions and other details of the allocation including a "market price" as required by the relevant SEC notifications.

Agenda 9 Consider other issues (if any)
Under Article of Association of the Company, number of shareholders or proxy attended the shareholders' meeting have to be at least 25 persons or at least 50% of total shareholders of the Company, and the number of shares attended the meeting have to be at least 1/3 of total paid-up Shares (Enclosure 8).

The Shareholders are cordially invited to attend the Meeting on the above mentioned time and venue. If any Shareholder would appoint any other person to attend the Meeting and to cast the votes, please assign that person in the proxy (the proxy form are enclosed). In case that a shareholder cannot find a suitable person, the Company would like to propose Mr. Kosol Suriyaporn or Mr. Nontachit Tulayanonda, the Company's Independent Directors and Members of Audit Committee (Biography and background of the Independent Directors who are proposed to be proxy holders is enclosed, Enclosure 7) to be the proxy. Any shareholder or the proxy has to submit the relevant document to determine the right to attend the Meeting at the above- mentioned venue between 9.00 a.m.- 10.30 a.m.

Details of independent directors who are proposed to be proxy holders :

1. Mr.Kosol Suriyaporn Age 43 Years
resides at 800/67 Din-Daeng Rd., Din-Daeng Sub-District, Din-Daeng District, Bangkok
2. Mr.Nontachit Tulayanonda Age 48 Years
resides at 6/14 Soi Supakorn, Wat Sommanat Voraviharn Sub-District, Pom Prab District, Bangkok

Please be informed that you can now download Invitation of the 2007 Ordinary Annual General Meeting of Shareholders, form, and relevant documents from our website at www.ap-thai.com

For your acknowledgement.

 

Yours faithfully,
Asian Property Development Plc.

 

Mr. Pichet Vipavasuphakorn
Managing Director