RPC/HO-MDO/LT-0118/2010. March 19, Invitation to the 2010 Annual General Meeting of Shareholders of Rayong Purifier Public Company Limited.

Transcription

1 RPC/HO-MDO/LT-0118/2010 March 19, 2010 Subject: Attention: Invitation to the 2010 Annual General Meeting of Shareholders of Rayong Purifier Public Company Limited. Shareholders of Rayong Purifier Public Company Limited. The Board of Directors of Rayong Purifier Public Company Limited ( the Company ) has scheduled the 2010 Annual General Meeting of Shareholders (AGM) at 13:30PM on Tuesday April 20 th, 2010 at Salon B Meeting Room, 2nd Floor, Swissôtel Le Concorde hotel located at 204 Ratchadapisek Road, Huay Kwang, Bangkok. The 2010 AGM is to consider the following Agenda. Agenda 1 To consider approving the Minutes of the Extraordinary General Meeting of Shareholders no. 1/2010: The Board s Opinion: The Board agreed that the Extraordinary General Meeting of Shareholders no. 1/2010 stated in Attachment 1 was accurately recorded and recommended the approval of the report. Agenda 2 To acknowledge the report on the Operation Results for the year 2009; The Board s Opinion: The Board recommended the approval of the 2009 Performance Report as detailed in the Annual Report of the Company (Form 56-2), Attachment 2. Agenda 3 To consider approving the Balance Sheet and the Profit and Loss Statement of the Company for the Financial Year ended 31 December 2009; The Board s Opinion: The Board recommended the approval of the Balance Sheet and Income Statement for Financial Year 2009 as detailed in the Annual Report of the Company (Form 56-2), Attachment 2, which was audited and certified by the Auditor.

2 Agenda 4 To consider allocating the Net Profit in respect of the operation results for the year 2009 and the dividend payment The Board s Opinion: The Board recommended the approval in year 2009 the company had net profit of Baht million baht, but has suffered a net loss of Baht million baht, which the Act. Company Limited 2535 Company cannot pay dividend. The Board had suspension the Dividend Payment Agenda 5 To consider appointment of Directors in place of those who retire by rotation on the expiration of their terms; The Directors who retire on the expiration of their terms are as follows: 1. Dr.Vichit Yamboonruang 2. Mr.Supapong Krishnakan 3. Mr.Suthud Khancharoensuk The Board s Opinion: All three Directors are knowledgeable, capable, experienced and can be of great contribution to the further enhancement of the Company s effectiveness and efficiency; therefore the Board recommended the re-appointment of all 3 Directors and the retention all of the authorities and obligations. The information and qualifications of the Directors are detailed in Attachment Dr.Vichit Yamboonruang 2. Mr.Supapong Krishnakan 3. Mr.Suthud Khancharoensuk Therefore, the Board of Directors will consist of: 1. Mr.Viravat Cholvanich Chairman of The Board of Directors / Independent Director 2. Mr.Suwinai Suwanhirunkul Director / Managing Director 3. Mr.Satja Janetumnugul Director 4. Mr.Sumit Chanmatee Director 5. Mr.Supapong Krishnakan Director 6. Mr.Suthud Khancharoensuk Director 7. Mr.Tawat Ungsuprasert Director 8. Dr.Vichit Yamboonruang Independent Director/ Chairman Of the Audit Committee 9. Mr.Arnooparp Charmikorn Independent Director / Audit Committee 10. Mr.Bibit Bijaisoradat Independent Director / Audit Committee

3 The Directors whose signatures are recognized as binding on the Company consist of: 1) Two of the following Directors Mr.Supapong Krishnakan, Mr.Suwinai Suwanhirunkul, Mr.Satja Janetumnugul, Mr.Sumit Chanmetee are authorized to jointly sign and affix the Company s seal. 2) Mr.Supapong Krishnakan, Mr.Suwinai Suwanhirunkul, Mr.Satja Janetumnugul, or Mr.Sumit Chanmetee; and Mr.Viravat Cholvanich, Mr.Tawat Ungsuprasert, or Mr.Suthud Khancharoensuk are authorized to jointly sign and affix the Company s seal. Agenda 6 To consider fixing the Directors Remuneration; The Board will propose to the Meeting that the remuneration of the Directors be fixed at the same rate of the previous year and bonus for the year 2009 be paid to the Directors. 1) 1The company should allocate remuneration levels between the average (Mean) Quartile 3 of the Division of Energy Division of the remuneration of Directors monthly premium to the current criteria. Nominating Committee. And Compensation Committee set already. Then the rate would be offered remuneration same as the rate in the year ) The Chairman of the Board shall receive 50% or 1.5 times higher compensation than that of Directors. 3) It is the Company s policy to pay Director s Bonus according to the Company s Earnings; since the Company suffers Operational Losses in 2009, the Board recommended that the Director s Bonus for the year 2009 be withheld. 4) The monthly allowance of Directors. and Chairman of the Audit Committee. and Nomination and Remuneration Committee. That compensation in this category remained the Nominating Committee and the Compensation Committee had set. Then the rate would be offered remuneration same as the rate in last year. As follows: 1) Compensation for Directors: Monthly allowance Chairman Baht 45,000 per month (remain the same) 1 person Director Baht 30,000 per person per month (remain the same) 9 people Chairman Baht 6,250 per attended meeting (remain the same) 1 person Director Baht 5,000 per attended meeting per person (remain the same) 9 people

4 2) Compensation for the Audit Committee: Chairman Baht 25,000 per attended meeting (remain the same) 1 person Member Baht 20,000 per attended meeting per person (remain the same) 2 people 3) Compensation for the Nomination and Remuneration Committee: Chairman Baht 25,000 per attended meeting (remain the same) 1 person Member Baht 20,000 per attended meeting per person (remain the same) 3 people Agenda 7: Appointment of Auditor and Audit Fee for the Year 2010: The Board s Opinion: The Board recommended the appointment of Auditors from Ernst & Young Office Limited as the Company s Auditor for The recommended Auditors are as follows: 1) Miss Sumalee Reewarabandith CPA No.3970, 2) Miss Rungnapa Lertsuwankul CPA No.3516, or 3) Mr. Sophon Permsirivallop CPA No.3182 The first name, the second and third name on the list is the Company s Auditor for the third year. One of the auditors named above to perform audit and express opinions on the Company s Financial Statements. In the event that any one of these Auditors can not perform his or he duties, Ernst & Young Office Limited may assign other Certified Auditor to take place. The proposed Audit Fees are as follows: Item 2010 (Proposed) 2009 Company s Audit Fee 840, ,000 Subsidiary s Audit Fee 1,360,000 1,360,000 Total 2,200,000 2,200,000 The Audit Committee considered it to be appropriate from determining the good performances as auditor, the firm is locally and internationally well recognized and the Audit Fee is reasonable with current business conditions of the economy and competitive compared to other proposals.

5 Agenda 8: Other business (if any): The Board cordially invites and welcomes all interest Shareholders to join the 2010 AGM on the meeting date, time, and location mentioned above. Any Shareholders wishing to delegate their authority to other to participate and to vote in the 2010 AGM, please filled out the Proxy Form attached, dated, signed, and submit the request to the Directors or persons assigned by the Directors prior to the meeting. Sincerely, Rayong Purifier Public Company Limited (Mr.Viravat Cholvanich) Chairman of the Board