Notice of the 12/2006 Annual General Meeting of Shareholders

Transcription

1 Notice of the 12/2006 Annual General Meeting of Shareholders To : Shareholders of Enclosures : 1. Copy of the Minutes of Annual General Meeting of Shareholders No. 11/ Copy of the Extraordinary Meeting of Shareholders No. 1/ The Company s Annual Report for 2005 (CD-ROM) 4. Biography of the directors proposing for reappointment as directors of the Company for an additional term 5. Guidelines and Practice for attending the Annual General Meeting of Shareholders, Granting of Proxy and Voting 6. Form for Request of a Hard Copy of Annual Report 7. Biography of Audit Committees acting as proxies for representing the shareholders at the shareholders meeting 8. Proxy Form 9. Map of the Meeting Location Notice is hereby given that the Board of Directors of the Company has resolved to convene Annual General Meeting of Shareholders No. 12/2006 at hours on Friday, the 28 th day of April, 2006 in the Conference Room of the Company at Sino-Thai Tower, 30 th Floor, No. 32/60 Sukhumvit 21 Road (Soi Asoke), Kwaeng Klongtoey Nua, Khet Wattana, Bangkok Metropolis. The following business shall be transacted at the meeting: Agenda 1. To confirm the Minutes of the Annual General Meeting of Shareholders No. 11/2005 and the Minutes of Extraordinary Meeting of Shareholders No. 1/2005 Fact and Reason : The shareholders at the Annual General Meeting of Shareholders No. 11/2005 which was held on April 28, 2005, resolved to approve all agenda items specified by the law. The shareholders at the Extraordinary Meeting of Shareholders No. 1/2005 which was held on May 31, 2005, resolved to approve (a) the increase of registered capital from existing registered capital of Baht 1,190,250,000 to Baht 1,350,250,000 by issuing 160,000,000 new ordinary shares at the par value of Baht 1, (b) the allocation of newly issued shares under the private placement and (c) to approve the amendment of Clause 4. of the Company s Memorandum of - 1 -

2 Association in order to be consistent with the increase of capital. The minutes of the said meetings must be submitted to the Annual General Meeting of Shareholders for confirmation. Board's Opinion : The Board is of the opinion that the said Minutes of Meetings are correct and should be proposed to the Annual General Meeting of Shareholders for confirmation, the details of which appear in the enclosure nos. 1 and 2. Agenda 2. To consider the report on the Company's Operations as of December 31, 2005 and the Company s Annual Report for 2005 Fact and Reason : The Public Limited Companies Act B.E. 2535, section 113 states that the Board of Directors shall deliver the Annual Report along with the notice calling for an annual general meeting of shareholders to the shareholders. The Company prepared the correct and complete report on the Company s Operations and the Annual Report for 2005 in compliance with the Public Limited Company Act B.E and the criteria of the Securities and Exchange Commission. Board's Opinion : The Board is of the opinion that the report is an accurate description of the business operation of the Company for the period of December 31, The Annual General Meeting of Shareholders should approve the said reports, the details of which appear in the enclosure no. 3. Agenda 3. To consider the Balance Sheet and Profit and Loss Statements for the fiscal period ended December 31, 2005 Fact and Reason : According to Article 51 of the Company s Articles of Association, the Company shall arrange for the preparation and keeping of accounts as well as the auditing thereof in accordance with the law governing same, and shall make a balance sheet and profit and loss statement at least once every twelve (12) months of the fiscal period of the Company and submit the same to the Annual General Meeting of Shareholders for approval. The Board of Directors completed the Balance Sheet and Profit and Loss Statements as of December 31, 2005 according to the general accounting principle. The said financial statements have been examined by the Company s auditor, Mr. Suphachai Panyawatano C.P.A License No of Ernst & Young Office Limited, the details of which appear in financial statement chapter of the Annual Report, the enclosure no

3 Board's Opinion : The Board and the Audit Committee have approved the Balance Sheet and Profit and Loss Statements, which were audited by the auditor of the Company. The Board is of the opinion that the Annual General Meeting of Shareholders should approve the Balance Sheet and Profit and Loss Statements as of December 31, 2005 in order to comply with the Company s Articles of Association and the Public Limited Company Act B.E Agenda 4. To consider the appropriation of profit and declaration of dividend payment for 2005 Fact and Reason : Article 46 of the Company s Articles of Association states that no dividend shall be paid otherwise than from profit. In the case where a Company has accumulated losses, no dividend shall be paid. A dividend shall be paid according to the number of shares, each share being equally paid. In addition, Article 47 of the Company s Article of Association states that the company shall allocate at least five (5) percent of net profit less the accumulated loss brought forward (if any) for a reserve fund until this fund attains an amount at least ten (10) percent of the registered capital. Since the Company derived profit in the amount of Baht 472,763,121 (Four Hundred Seventy-two Million Seven Hundred Sixty-three Thousand One Hundred and Twentyone Baht) or equivalent to Baht 0.46 per share, from its operations in the year of 2005 and the Company has no accumulated loss, therefore, the Company is able to declare the dividend payment to the Company s shareholders. The Company has the policy to declare the dividend at the rate of 50% of the net profit per share. Board s Opinion : The Board is of the opinion that the Annual General Meeting of Shareholders should approve the appropriation of the statutory reserve and the declaration of dividend payment for 2005 as follows: 1. To appropriate the part of net profit as the statutory reserve at five (5) percent of net profit in the amount of Baht 103,038,015 (One Hundred Three Million, Thirty-eight Thousand and Fifteen Baht); 2. To declare a dividend payment for 2005 at the rate of Baht 0.23 (Twenty-three Satang) per share to the Company s shareholders. The Company has closed the Share Register Book on the 7 th day of April, 2006 at hours to determine which shareholders are eligible to obtain the dividend payment. The dividend payment will be made on the 26 th of May,

4 Summary of the dividend payment in comparison with the policy of dividend for the year 2004 and Policy of Dividend Payment Ratio of net profit per share Business Operation Result Earning per share (Baht) Dividend Payment per share (Baht) % 50% Agenda 5. To consider the appointment of directors in place of those retiring by rotation Fact and Reason : Article 18 of the Company s Articles of Association states that one-third of the directors must retire by rotation at the Annual General Meeting of Shareholders. If the number of directors is not a multiple of three, the number of directors closest to one-third shall retire. The directors retiring from office in the first and second years after the registration of the Company shall be selected by drawing lots. In subsequent years, the director who has held office longest shall retire. The retiring directors shall be eligible to be re-appointed for another term. The directors who have held office for the longest term and will retire by rotation at this 2006 Annual General Meeting of Shareholders are: (1) Mr. Chavarat Charnvirakul (2) Police General Sanong Wattanavrangkul (3) Mr. Thanathip Vidhayasirinun Board's Opinion : The Board is of the opinion that the qualification of the said three retiring directors do not fall under the prohibited characteristics in accordance with the law which stipulates that the said four directors are not a bankrupt person, an incompetent or quasi-incompetent person, have never been imprisoned by the judgment of a court for an offense related to property which was committed with dishonest intent, have never been dismissed or removed from government service, or a government organization or a government agency in punishment for dishonesty in performing their duties and shall not become a partner or shareholder of juristic person operating business which has the same nature as and is in competition with the business of the Company. The Company also enclosed the biography of the said directors as per the enclosure no

5 The Board is of the opinion that the Annual General Meeting of Shareholders should reappoint the said three retiring directors as the directors of the Company for an additional term. Agenda 6. To consider the appointment of the Company's Auditor for 2006 and to fix the auditor's remuneration Fact and Reason : Article 41 of the Company s Articles of Association, states that the Annual General Meeting of Shareholders shall appoint an auditor and determine the remuneration of the auditor. In addition, the criteria for the change of auditor of the listed companies has been set for a change every 5 fiscal years in accordance with the notification of the Securities and Exchange of Commission No. Kor Jor. 39/2548 re: the rules and conditions of disclosure of financial status and business operation information of the company that issued the securities (issue no. 20) dated October 16, 2005 was effective and will apply to the fiscal year starting on January 1, 2006 onward. As the result, for the 2006 fiscal period, a company is not permitted to appoint the same auditor which has been the auditor of the Company for the previous consecutive period of five (5) years. Board's Opinion : The Board is of the opinion that the Annual General Meeting of Shareholders should appoint the auditors of Ernst & Young Office Limited as auditors of the Company for 2006 and to fix the remuneration of the auditors as follows: (1) Mr. Narong Puntawong C.P.A. License No and/or (2) Mr. Ruth Chaowanagawi C.P.A. License No and/or (3) Mr. Suphachai Panyawatano C.P.A License No The remuneration of auditor for 2006 is Baht 1,280,000 (One Million Two Hundred Eighty Thousand Baht) which is an 8.59% increase from the year 2005 and is appropriate. The auditors of Ernst & Young Office Limited were the auditors for the past five (5) years in The auditors who examined the financial statements of the Company during the said period where: For the year 2001 and 2002 For the year Mr. Narong Pantawong Mr. Suphachai Panyawatano - 5 -

6 These auditors are not the auditors of the Company s subsidiaries and affiliates and have no relationship or interest with the Company, its subsidiaries, executives, major shareholders or those connected persons. Summary of the remuneration of auditors for the year is as follows: Year Remuneration of Auditors (Baht) Comparison with the previous year , % increased ,080, % increased ,170, % increased Agenda 7. To consider fixing the Remuneration of Directors and Audit Committee for 2006 Fact and Reason : The Public Limited Companies Act B.E. 2535, section 90 states that the company shall not pay money or give any property to any director unless it is a payment of remuneration under the Articles of Association of the company. If it is not so stipulated in the Articles of Association of the company, the payment of remuneration shall be in accordance with the resolution of the shareholders meeting by a vote of not less than two-thirds of the total number of votes of the shareholders attending at the meeting. In this regard, no provision in the Company's Articles of Association stipulates the remuneration of directors of the Company. Thus, the Company shall follow the requirement of the said law. Board's Opinion : The Board is of the opinion that the Annual General Meeting of Shareholders should approve the remuneration of the Directors and the Audit Committee be fixed as a meeting fee and bonus granted as a certain amount. In this regard, the proposed amount of remuneration of Directors and Audit Committee of the Company were considered and compared with type of business and size of business of other public limited companies listed on the Stock Exchange of Thailand. The Board recommended that the remuneration of the Directors and the Audit Committee of the Company are appropriate as follows: Directors' meeting fee 1. The Board of Directors - For the Chairman of the Board of directors amounting to 40,000 Baht/meeting - For each Director amounting to 20,000 Baht/meeting - 6 -

7 2. The Audit Committee - For the Chairman of the Audit Committee amounting to 40,000 Baht/meeting - For each Audit Committee amounting to 20,000 Baht/meeting Board of Directors Annual Remuneration 1. For the Chairman of the Board of Directors amounting to 400,000 Baht/year 2. For the Chairman of the Audit Committee amounting to 400,000 Baht/year 3. For each Director amounting to 200,000 Baht/year The Board of Directors annual remuneration shall also be allocated to the directors who hold management positions in the Company effective from the year 2006 onwards. The meeting fee of Directors and Audit Committee for the year 2006 is a 50% increase from the year 2005 because the meeting fees have not been increased for the past five (5) years. The annual remuneration for the year 2006 and 2005 will be equal amounts. Summary of remuneration of directors and Audit Committee for the year are as follows: Meeting fee of Directors and Audit Committee for the year were provided in equal amounts as follows: Meeting fee (Unit : Baht) The Board of Directors For the Chairman of the Board of directors 20,000 20,000 20,000 20,000 For each Director 10,000 10,000 10,000 10, The Audit Committee For the Chairman of the Audit Committee 20,000 20,000 20,000 20,000 For each Audit Committee 10,000 10,000 10,000 10,000 Annual Remuneration of Directors and Audit Committee for the year is as follows: - 7 -

8 Annual Remuneration of the Board of Directors (Unit : Baht) 1. The Chairman of the Board of Directors 2. The Chairman of the Audit Committee 3. Each Director The Board of Directors not exceeding 3,000, , , , , , , , , ,000 Agenda 8. To consider the issuance of debentures Fact and Reason : The Public Limited Companies Act B.E. 2535, section 145 states that the borrowing by the company by means of the issuance of debentures for offer for sale to the public shall be in accordance with the law governing securities and exchange. The resolution approving the issuance of debentures shall require a vote of not less than three-fourth of total shareholders attending the meeting and having the right to vote. Board's Opinion : The Board is of the opinion that the Annual General Meeting of Shareholders should approve the issuance of debentures for sale to the public. The details are as follows: 1. Type of debentures: subordinated or non-subordinated debentures which will repay the principal by installments or in one time, with and/or without security, with or without a trustee, depending upon market conditions at the time of each issuance and offering of the debentures. 2. Amount and Currency: not exceeding Baht 3,000,000,000 (Three Billion Baht) within three (3) years. 3. Offering: To be offered domestically to the public, and/or institutional investors, and/or specific investors according to the law and related regulations. The debentures can be issued either all at once and in one lot for the full total amount and/or various lots. 4. Interest Rate: Depending upon market conditions at the time of each issuance and offering of the debentures

9 5. Maturity: Not exceeding seven (7) years from the issuing date 6. Objectives: The fund received will be used as working capital and for expanding the Company's business operations and the repayment part of short term loans. 7. Authorization: The Executive Committee or Mr. Vallop Rungkijvorathien, the President is empowered and authorized to determine the details and terms of the issuance of debentures depending upon market and financial conditions at the time of the issuance and offering of the debentures. Agenda 9. Other business (if any) Fact and reason: The Public Limited Companies Act B.E. 2535, second paragraph of section 105 provided that the shareholders holding shares amounting to not less than one-third of the total number of shares sold may request the meeting to consider matters other than those indicated in the notice calling for the meeting. Board's Opinion : The shareholders are entitled to propose to the shareholders meeting to consider other matter according to the said criteria. The Company has closed the Share Register Book on the 7 th of April, 2006 at hours to determine which shareholders are eligible to attend the Annual General Meeting of Shareholders No. 12/2006 and the right to receive the dividend. The Share Register Book will remain closed until the meeting is adjourned. The shareholders are able to examine the details of agenda items of the Annual General Meeting of Shareholders at the Company s website, You are cordially invited to attend the meeting at the date, time and venue as stated above. In case any shareholders wish to appoint other person or Mr. Chamni Janchai, the Chairman of Audit Committee or Police Major General Jate Mongkolhutthi, the Audit Committee, the details of their biographies as per the enclosure no. 7 as a proxy to attend and vote at the meeting, please fill in the information, sign and affix 20 Baht stamp duty to the proxy form, the enclosure no. 8. The duly signed proxy form must be submitted to Ms. Sajee Dhavie, the Chairman of Board of Directors representative between to hours on the day of the meeting. In case any shareholders wish to obtain a hard copy of the Company's Annual Report, please fill in the Form for Request of a Hard Copy of the Annual Report according to the enclosure no. 6 and fax to the Company by facsimile no or contact Ms. Krittima Sukanich telephone no ext

10 This Notice is issued on the 7 th of April, 2006 at the Company's office, Bangkok Metropolis, Thailand. Pursuant to the Board of Directors' Resolution ( Mr. Dej-Udom Krairit ) Secretary of the Board of Directors

11 (Translation) Enclosure 1 Minutes of Annual General Meeting of Shareholders No. 11/2005 Time & Place: Held at p.m., on April 28, 2005 at the Conference Room of Sino-Thai Engineering & Construction Public Company Limited, on the 30 th Floor of Sino-Thai Tower, 32/60 Sukhumvit 21 Road (Soi Asoke), Klongtoey-Nua Sub-district, Wattana district, Bangkok Metropolis Thailand. Preliminary Proceedings: Mrs. Tassanee Charnvirakul acted as Chairperson of the meeting. The Chairperson stated that there were 285 shareholders and proxies representing 710,907,110 shares of the total 1,015,763,350 shares of the Company present at the meeting, thereby constituting a quorum pursuant to the Articles of Association. The Chairperson declared the meeting duly convened and then proposed that the meeting consider all matters as set out in the Notice of this meeting previously distributed to shareholders of record. The Chairperson stated that all require a simple majority approval vote of the shareholders voting. 1. Confirmation of the Minutes of the Annual General Meeting of Shareholders No. 10/2004 and the Minutes of the Extraordinary Meeting of Shareholders No. 1/2004 The Chairperson proposed that the Minutes of the Annual General Meeting of Shareholders No. 10/2004 held on April 27, 2004 and the Minutes of the Extraordinary Meeting of Shareholders No. 1/2004 held on August 16, 2004 be considered and confirmed. The Board had previously considered the Minutes of the said meetings and confirmed them to be accurate, copies of which had been distributed to all shareholders together with the notice of the meeting. Upon a motion duly made and seconded, the following was unanimously resolved:

12 RESOLVED: THAT the Minutes of Annual General Meeting of Shareholders No. 10/2004, held on April 27, 2004 and the Minutes of the Extraordinary Meeting of Shareholders No. 1/2004, held on August 16, 2004 be confirmed. There were 692,689,210 votes for favor and 18,217,900 votes for abstain. 2. Consideration of the Company s Performance as at 31 December 2004 and Annual Report for the year 2004 The Chairperson requested that Mr. Vallop Rungkijvorasathien, the President of the Company report on the Company s Performance as at 31 December 2004 and the Annual Report for the year 2004 to the meeting for consideration and approval. The President summarized and reported to the meeting on the performance of the Company for the fiscal year as at 31 December 2004 as follows: The Comparison of Balance Sheet and Earnings Statements of consolidated financial statement as at 31 December 2004 and as at 31 December 2003 (Baht) Total current Assets 5,139,115,751 4,226,229,703 Total Assets 8,009,414,999 6,132,641,197 Total current Liabilities 4,418,465,533 2,367,722,423 Total Liabilities 4,824,366,037 2,907,902,930 Total Revenues 8,322,752,860 5,519,789,757 Total Expenses 8,164,463,533 4,893,295,976 Net Profit 123,587, ,885,773 Profit per share (Baht)

13 The President summarized the Company s Performance and results achieved. The Company successfully achieved its aims and further reported the Company s plan for next year including the Company s outstanding projects to the meeting. At the end of 2004, the company had signed contract; the construction of Suvarnabhumi Airport Rail Link project with the State Railway of Thailand, which had its contract value Baht 12,284 Million. It is therefore; the company had Baht 26,000 Million order booked. The President summarized plan of 2005 to the meeting that the company has its plan to bid mega projects derived from public sector. Therefore the company might have backlog at Baht 20,000 million in However, the company shall continually concern on safety and social responsibilities like donating school buildings, scholarship, sports and equipment for schools in deed. The Chairperson then requested the meeting to consider and approve the Company s Performance and Annual Report for the year 2003 as reported. Upon a motion duly made and seconded, the following was unanimously resolved: RESOLVED: THAT the Company s Performance as at 31 December 2004 and Annual Report for the year 2004 be approved. There were 693,634,510 votes for favor and 17,272,600 votes for abstain. 3. Consideration of the Balance Sheet and Earnings Statements of the Company as at 31 December 2004 The Chairperson proposed that the Balance Sheet and Earnings Statements of the Company as at 31 December 2004 which were audited by auditors of the Company as stated at the copy of the Balance Sheet and Earnings Statements that had been distributed to shareholders together with the notice of this meeting to shareholders to consider and approve. Upon a motion duly made and seconded, the following was unanimously resolved:

14 RESOLVED: THAT the Balance Sheet and Earnings Statements of the Company as at 31 December 2003 be approved. There were 693,634,510 votes for favor and 17,272,600 votes for abstain. 4. Consideration of the appropriation of profit and declaration of dividend payment for the year 2004 The Chairperson informed that the repayment of debts has been completed by the Company according to the Rehabilitation Plan. The Company has inappropriate-retained profit amounting to Baht 123,587,024 from its operation as of December 31, The Board is of opinion that the shareholders at the Annual General Meeting of Shareholders should appropriate a statutory reserve fund and declare a year-end dividend payment for 2004 at the rate of Baht 0.06 (Six Satang) to the Company s shareholders. Upon a motion duly made and seconded, the following was unanimously resolved: RESOLVED: THAT the appropriation of profit and declaration of dividend payment for the year of 2003 be approved. There were 693,634,510 votes for favor and 17,272,600 votes for abstain. 5. Consideration of the appointment of directors in place of those retiring by rotation, the reappointment of Audit Committee and appointment of a new director The Chairperson informed that according to the Article No. 18 of the Company s Articles of Association, one third of directors must retire by rotation at the Annual General Meeting of Shareholders. Such directors shall be eligible to be re-appointed for another term. The directors that will retire by rotation at this Annual General Meeting of Shareholders are Mr. Vallop Rungkijvorasathien, Mr. Woraphant Chontong, Mr. Masthawin Charnvirakul, and Mrs. Sanongnuch Charnvirakul. The Board proposes that the shareholders at the Annual General Meeting of Shareholders consider the appointment of directors in place of those retiring by rotation and the appointment of an additional new director as follows:

15 (a) - ก ( ) To re-appoint Mr. Vallop Rungkijvorasathien, Mr. Woraphant Chontong, Mr. Masthawin Charnvirakul, and Mrs. Sanongnuch Charnvirakul as the Company s directors for an additional term; Upon a motion duly made and seconded, the following was unanimously resolved: RESOLVED: THAT appointment of directors in place of those retiring by rotation, the re-appointment of Audit Committee and appointment of a new director be approved. There were 693,383,010 votes for favor and 17,524,100 votes for abstain. 6. Consideration of Auditors appointment for the year 2005 and fixing of their Remuneration The Chairperson proposed that the meeting appoint Mr. Narong Puntawong, C.P.A. License No and/or Mr. Ruth Chaowanakawee, C.P.A. License No and/or Mr. Suphachai Punyawatano, C.P.A. License No from Ernst & Young Office Limited as the Company s auditors for the year Such auditors were appointed as at the past Annual General Meeting of Shareholders and continually acted as the Company s auditors for 4 years ( ). The Board of Directors gave their opinion on Ernst & Young Office Limited that audited the Company s financial statements to be accurate, adequate and generally efficient corporate with the Executive Board of the Company. To facilitate workflow of audit procedure, the Board of Directors proposed the shareholders to appoint the auditors from Ernst & Young Office Limited as the auditors of the Company for the year 2005 with their remuneration Baht 1,170,000 (One Thousand One Hundred Seventy Million Baht) per annum. Upon a motion duly made and seconded, the following was unanimously resolved: RESOLVED: THAT the appointment of Mr. Narong Puntawong, C.P.A. License No and/or Mr. Ruth Chaowanakawee, C.P.A. License No and/or Mr. Suphachai Punyawattano, C.P.A. License No. 3930, all of Ernst & Young Office Limited as auditors of the Company for the year 2005 with the remuneration Baht 1,170,000 (One Thousand One Hundred Seventy Million Baht) per annum be approved. There were 693,383,510 votes for favor and 17,524,600 votes for abstain

16 7. Consideration of the remuneration of Directors and Audit Committee for the year 2005 The Chairperson proposed that the meeting consider fixing the remuneration of the Board of Directors and the Audit Committee for the year 2005 as follows: Directors Meeting Fee 1. The Board of Directors - For the Chairman of amounted to 20,000 Baht/meeting the Board of Directors - For each Director amounted to 10,000 Baht/meeting 2. The Audit Committee - For the Chairman of amounted to 20,000 Baht/meeting the Audit Committee - For each Audit Committee amounted to 10,000 Baht/meeting Board of Directors Annual Remuneration 1. The Chairman of the Board of Directors amounted to 400,000 Baht/year 2. The Chairman of the Audit Committee amounted to 400,000 Baht/year 3. For each Director amounted to 200,000 Baht/year Upon a motion duly made and seconded, the following was unanimously resolved: RESOLVED: the following remuneration of Directors and Audit Committee for the year 2005 be approved. There were 693,383,510 votes for favor. Directors Meeting Fee 1. The Board of Directors - For the Chairman of amounted to 20,000 Baht/meeting the Board of Directors - For each Director amounted to 10,000 Baht/meeting 2. The Audit Committee

17 - For the Chairman of amounted to 20,000 Baht/meeting the Audit Committee - For each Audit Committee amounted to 10,000 Baht/meeting Board of Directors Annual Remuneration 1. The Chairman of the Board of Directors amounted to 400,000 Baht/year 2. The Chairman of the Audit Committee amounted to 400,000 Baht/year 3. For each Director amounted to 200,000 Baht/year There are Executive Directors who has been employed by the company shall be exempt for the annual remuneration. There were 17,297,900 votes for abstain. 8. Other Business The shareholders had posted questions about gross profit derived from projects executed and the President answered all questions as follows: The President declared that the company should realize an average 10% gross profit on each project. The reduction of gross profit caused by undertaking mega projects from public sector, for example Suvarnabhumi Airport Rail Link project is primarily caused by high salary rate. On the other hand, bidding on these mega projects engages the overall capability of the company. It adds more construction experiences allowing the company to compete with other construction companies. The company can win various projects and thereby keep its best record on backlog at the end of Mr. Chamni Janchai, Chairman of the Audit Committee, declared that the company had its plan due to risks associated with the fluctuation of material price especially steel price. Audit Committee had discussed such fluctuation with the Executive Committee in advance to mitigate such risks, the Executive Committee decided to continually follow and be aware of all useful information regarding the fluctuation of material price. In this way, the company can manage material requests in compliance with material price. However, the steel production in China has experienced a slow down, an as a result, steel price is

18 high and adversely affects to the construction companies. Though the company planned for such a situation, the fluctuation of steel price still impacted the company. After the questions about the company s performance had been answered, shareholders raised questions about the issuing of new ordinary shares amounting to Baht 160,000,000 at par value of 1 Baht and the share price. Mr. Woraphant Chontong, Director, declared that the additional capital was intended to use for expanding the company s business in the future. The new ordinary shares would be extended to any investors who would be entitled to the offer for sale of the new shares under a private placement arrangement, especially for foreign investors only. The company also gave its first priority to the existing shareholders by considering the fair price for new ordinary shares. The Board of Directors shall define and consider a fair price of share by choosing a fair closing price due to the appropriate time of financial market and capital market. Furthermore, investors should offer the proper price for sale in order to cause profitable advantages to the company. The shareholding proportion of existing shareholders will be decreased not less than 10% due to the issuing of new ordinary shares. There being no other business, the Chairperson thanked all attending shareholders and closed the meeting. The meeting adjourned at 4 p.m. Signed (Mrs. Tassanee Charnvirakul) Chairman of the Meeting Signed (Ms. Nipa Wongyeekul) Secretary to the Meeting

19 (Translation) Enclosure 2 Minutes of Extraordinary Meeting of Shareholders No. 1/2005 Time & Place: Held at a.m., on May 31, 2005, at the Conference Room of Sino-Thai Engineering & Construction Public Company Limited, on the 30 th Floor of Sino-Thai Tower, 32/60 Sukhumvit 21 Road (Soi Asoke), Klongtoey-Nua Sub-district, Wattana district, Bangkok Metropolis Thailand. Preliminary Proceedings: Mrs. Tassanee Charnvirakul acted as the Chairperson of the meeting. The Chairperson noted to the meeting that there were 184 shareholders both by themselves and by authorized representative and proxies holding 671,478,311 shares of the total 1,017,721,150 shares of the Company present at the meeting, thereby constituting a quorum pursuant to the Articles of Association No.35. The Chairperson declared the meeting opened and suggested that the shareholders consider the agenda items in the same order as presented in the notice of meeting that the Company had sent to each shareholder. The majority votes for approval for each agenda must come from three fourths of the shareholders who attended at the meeting. 1. To consider and approve the increase of registered capital from existing registered capital of Baht 1,190,250,000 to Baht 1,350,250,000 by issuing 160,000,000 new ordinary shares at the par value of Baht 1 and the allocation of newly issued shares under the private placement. The Chairperson asked Mr. Vallop Rungkijvorasathien, President to verify and advise on the details relative to the increase of registered capital and the allocation of newly issued shares under private placement. Mr. Vallop Rungkijvorasathien declared at the meeting that the company intends to generate capital by issuing 160,000,000 new ordinary shares at par value of Baht 1 and allocating to the shareholders under private placement in anticipation the expansion of the companies business in the future. The President also added that there were signed contracts and contracts pending signature derived from mega projects that had been planned for Government would continue to invest in mega projects i.e. Bangkok Mass Transit System, Power Plant Development and Petrochemicals in the next 10 years. In addition, the

20 President declared that the purpose of generating capital is to increase the company s working capital, to invest in mechanic, engine, and construction equipment, and to refinance debt. Upon a motion duly made, According to the Notification of the Office of the Securities and Exchange Commission No. KorChor. 12/2000 re: The Approval of Offering new issued shares for a whole amount, and the resolution of the Board of Directors of the Securities and Exchange Commission No. 12/2004 dated on December 15, 2004, re: The Development of Rules for offer for sale of new shares under private placement. Mr. Vallop Rungkijvorasathien suggested consideration of the increase of registered capital from existing registered capital of Baht 1,190,250,000 to Baht 1,350,250,000 by issuing 160,000,000 new issued shares at the par value of Baht 1 and the allocation of newly issued shares under the private placement. The company shall offer for sale new shares in a whole amount under a private placement arrangement by fixing the price not less than 90% of market price. On the other hand, the allocation of newly issued shares can be sold lot by lot, up to the capital market value during that period. The President proposed that the matter as well as authorization of power to the Board of Directors, the Executive Board of Directors or any person entrusted by the Board of Directors or the Executive Board of Directors to have the authority to determine and/or change the details of terms and conditions, events where the issuance of new ordinary shares is required for the allocation of newly issued shares under private placement, details or conditions in relation to the offering of new ordinary shares for sale for examples, the offering period, the offering process and other details and conditions, including the allocation of increasing registered capital. The offering new shares for sale shall be done within 12 months from the date the shareholders approve the aforesaid matter. There were 2 shareholders that raised questions about the method of fixing the offering price. They suggested that the company should fix the offering price neither less than Baht nor the exercising price of warrants. In addition, they posted questions about the benefits of increasing registered capital to the company, the President clarified to the shareholders that the fixing of the offering price should not be less than 90% of the company s market price. The company shall consider the appropriate time for offering new shares for sale in order to follow the rules and regulations of the Securities and Exchange Commission and to protect the company s benefits. There were numerous foreign investors who intended to buy new ordinary shares; moreover, the company s intention was to offer new shares for sale under the private

21 placement for foreign investors only. Therefore there were none of the existing shareholders that have a right due to this matter. Mr. Chamni Janchai, Chairman of the Audit Committee, declared at the meeting that TRIS Co., Ltd. rated the company at good level meanwhile the Audit Committee and the Executives considered not only risks but risk management also and one of the risks was financial risk. As a matter of fact, the company was able to borrow from financial institutes, but the company was also aware of increased interests rates, therefore, the company had to gather more working capital from various sources such as the financial market, capital market and so on, in order to achieve all benefits for shareholders and the company s goals alike. A shareholder was concerned that the company had analyzed policies, uncertainties, and other related issues in the country that might affect the increasing of registered capital. The Chairman of the Audit Committee clarified that the company had already prepared itself for mega projects derived from government sectors in Moreover, the company s performance exceeded its plan; therefore the company was able to undertake some of the mega projects. However, there might be risk associated with the execution during processing the project such as financial risk. To prevent such risk, the company should increase working capital in order to execute every project without liquidity or liabilities problems. The President advised of the silent period associated with the offering of new shares for sale under private placement, there was no silent period in compliance with the Notification of the Securities and Exchange Commission. After all questions had been posted and both President and Chairman of the Audit Committee had answered the questions, the Chairperson suggested that the meeting consider the issuance of warrants to purchase ordinary shares which are offered for sale to existing shareholders as proposed. Upon a motion duly made, the meeting with the majority cast 608,282,911 votes in favor equivalent to 90.59%, exceeding the required three fourths of the total of shareholders having the right to vote. The meeting resolved that the increase of registered capital from existing registered capital of Baht 1,190,250,000 to Baht 1,350,250,000 by issuing 160,000,000 new ordinary shares at the par value of Baht 1 and the allocation of newly issued shares under the private placement be approved. In addition, the

22 authorization of power to the Board of Directors, the Executive Board of Directors or any person entrusted by the Board of Directors or the Executive Board of Directors shall have the authority to determine and/or change the details of terms and conditions, events where the issuance of new ordinary shares is required for the allocation of newly issued shares under private placement, details or conditions in relation to the offering of new ordinary shares for sale for examples, the offering period, the offering process and other details and conditions, including the allocation of increasing registered capital be approved. There were shareholders cast 42,533,100 votes against and the rest of meeting cast 20,658,300 votes abstains through this agenda. 2. To consider amendment of Clause 4 of the Company s Memorandum of Association in accordance with the increasing of registered capital. The Chairperson proposed at the meeting to amend Clause 4 of the Company s Memorandum of Association in accordance with the increasing of registered capital as follows: Amendment of Clause 4 of the Company s Memorandum of Association in order to be in accordance with the Company s increase of registered capital as follows. Clause 4. Registered capital of Baht 1,350,250,000 (One thousand, three hundred and fifty million and two hundred and fifty thousand Baht) Divided into 1,350,250,000 shares (One thousand, three hundred and fifty million and two hundred and fifty thousand shares) At par value of Baht 1 per share (One Baht) Divided into Ordinary shares: 1,350,250,000 shares (One thousand, three hundred and fifty million and two hundred and fifty thousand shares) Preferred shares: - ( - share) Upon a motion duly made, the meeting with the majority cast 532,732,111 equivalent to 79.34% votes in favor, exceeding the required third fourth of the total of shareholders having the right to vote. The meeting

23 resolved that the amendment of Clause 4 of the Company s Memorandum of Association in accordance with the increasing of registered capital be approved. There were shareholders cast 42,533,100 votes against and the rest of meeting cast 96,209,100 votes abstains through this agenda. 3. Other Business There being no other business, the Chairperson extended her thanks to the attending shareholders, and closed the meeting. The meeting adjourned at a.m. Signed (Ms. Tassanee Charnvirakul) Chairman of the Meeting Signed (Ms. Nipa Wongyeekul) Secretary to the Meeting

24 Enclosure 4 ก ก ก ก The preliminary Information of Appointee to Director 1 ก ก ก ก ก ก Mr. Chavarat Charnvirakul Director Chairman of the Advisory Board 70 Age 70 years Nationality Thai ก ก / Education - (B. Economics, Thamasat University) - ก ก ก ก (. 3) (Degree, The National Defence Course for Joint-State-Private College, National Defence College) (Por. Ror. Or. 3rd Class) ก / Experiences / Other Current Position - ก ก ก ก (Honorary Consulate General of Papua New Guinea, Thailand) - ก ก ก ก ก. - (Director and Chairman of the Advisory Board, Sino-Thai Engineering and Construction Plc.) - ก ก. (Chairman of the Board, STP & I Plc.) - ก ก ก. (Chairman of the Board, HTR Corporation Limited)

25 - ก ก. (Director, Viny Thai Plc.) - ก ก ก. ก (Director, Peroxy Thai Co., Ltd.) - ก ก ก ก (The Advisory Board, The Federations of Thai Industries) - ก ก ก กก (Chairman of the Board, Iron and Steel Institute of Thailand) - ก ก ก. (Director, Sun Paratec Co., Ltd.) - ก ก ก. ก (Director, Intel Vision Securities co., Ltd.) - ก ก. (Director, KPN Automotive Plc.) - ก (Advisor, Economics Institute, Thamasat University) - ก ก ก ก (Honorary Director, Thai Country Club) / Past - ก ก ก (Deputy Minister, Ministry of Finance, Thailand) ก : - - Shareholding in the company : - None - / Performance in ก ก ก 7/7 (Attended 7 of 7 Board of Directors Meetings) ก : - - Disputed by Law : - None ก ก ก ก ก - - Other Position substantially related with the Company's business - None - ก ก /No. of Years 5 /year /No. of Periods 2 /periods

26 2 ก ก ก ก Police General Sanong Wattanavrangkul Director 68 Age 68 years Nationality Thai ก ก / Education - 13 (B. Public Administration, Police Academy 13th Class) - ก ก ก 29 (Certificate, The National Defence College 29th Class) ก / Experiences / Other Current Position / None / Past - ก (Deputy Chief of Police, Royal Thai Police) - ก ก ก (2 ) (Director, Governmental Police Official) - ก ก ก ก ก (Director of the Audit Committee Government Sector, Ministry of Finance) - ก ก ก. ก (2000) (Chairman of the Directors, The Southeast Insurance (2000) Co., Ltd.) - ก ก ก. ก (Chairman of the Director, Southeast Life Insurance Co., Ltd.) - ก ก ก. (Chairman of the Director, Southeast Capital Co., Ltd.)

27 ก : - - Shareholding in the company : - None - / Performance in ก ก ก 7/7 (Attended 7 of 7 Board of Directors Meetings) ก : - - Disputed by Law : - None - ก ก ก ก ก - - Other Position substantially related with the Company's business - None - ก ก /No. of Years 5 /year /No. of Periods 2 /periods 3 ก ก Mr. Thanathip Vidhayasirinun Director 40 Age 40 years Nationality Thai ก ก (Education)

28 - ก ก (MBA Finance, Cornell University USA) - ก ก (M.S. Engineering, Cornell University USA) ก (Experiences) / Other Current Position - ก ก ก ก. (Managing Director, Sage Capital Co., Ltd.) (Past) - ก ก ก. ก (Executive Director, Finansa Securities Co., Ltd.) - ก ก ก. (Executive Director, Finansa Co., Ltd.) - ก ก ก ก ก ก. ก (Senior Executive Vice President, Cathay Capital Co., Ltd.) ก : 10, % Shareholding in the company : 10,000 shares or equivalent to % / Performance in 2005 ก ก ก 6/7 (Attended 6 of 7 Board of Directors Meetings) ก : - - Disputed by Law : - None - ก ก ก ก ก - - Other Position substantially related with the Company's business - None ก ก /No. of Years 5 /year /No. of Periods 2 /periods

29 Enclosure 5 Guidelines and Practice for attending the Annual General Meeting of the Shareholders, Granting of Proxy and Voting Evidences for proving right to attend the Meeting 1. Attendance in person - a Thai shareholder shall present his/her identification card or official identification card - a foreign shareholder shall present his/her Alien Certificate or passport 2. Attendance by a proxy-holder 2.1 A proxy-holder can be a Thai national person or a foreign national person, and shall present the following documents: - a proxy which is fully completed - a certified copy of the identification card of the appointer or passport of the appointer - a certified copy of the identification card or passport of the appointee 2.2 A proxy-holder by a juristic person registered in Thailand shall present the following documents: - a proxy which is fully completed - a copy of an Affidavit of such juristic person issued by the Department of Business Development and certified by the authorised directors of the company - a certified copy of the identification card of the authorised director(s) who signs in the proxy (or passport if such document(s) is a foreigner)

30 - a certified copy of the identification card of the appointee 2.3 A proxy-holder by a juristic person registered overseas shall present the following documents: - a proxy which is fully completed - a copy of an Affidavit showing the names of authorised directors and power of directors and certified by the authorised directors of the entity. - a certified copy of the identification card or passport of the authorised director(s) who signs in the proxy - a certified copy of the identification card or passport of the appointee Registration The registration for the attendance of the Meeting shall begin at least two hours prior to the meeting or at 8.30 hours onwards. Quorum Article 35 of the Company s Articles of Association states that the shareholders meeting must be attended by shareholders or proxies (if any) of not less than twenty-five (25) persons or not less than half of total number of shareholders and have an aggregate number of shares of not less than one-third (1/3) of all shares issued to constitute a quorum. Voting according to the Company s Articles of Association Article 17 of the Company s Articles of Association states that the election of board of directors shall be in accordance with the rules and procedures as follows: (1) Each shareholder shall have one vote on each share

31 (2) Election of directors may be carried out on either an individual basis or en bloc basis as the meeting deem appropriate. In voting, either on an individual or en bloc basis, a shareholder shall so vote in accordance with the number of votes each shareholder has under (1) and the said shareholder may not allot any number of his votes to any person. (3) The person obtaining the highest and higher votes, respectively shall be elected as directors equal to the number of directors required or ought to be elected at such a meeting. In the event that persons receiving votes in respective orders receive equal votes and the number of directors exceeds the positions required or ought to be, the Chairman of the meeting shall have a casting vote. In the case of tie votes, the last person shall be decided by the casting vote of the chairman of the meeting. Article 40 of the Company s Articles of Association states that the resolution of the meeting of shareholders shall be supported by the following votes: (1) in a normal case, by the majority vote of the shareholders who attend the meeting and have the right to vote. In case of a tie vote, the chairman of the meeting shall be entitled to a casting vote. (2) in the following cases, by a vote of not less than three-fourths (3/4) of the total number of shareholders present at the meeting and entitled to vote: (a) (b) (c) (d) (e) (f) the sale or transfer of whole or essential parts of business of the Company to other persons. the purchase or acceptance of transfer of businesses of other companies or private companies to the Company. entering into, amending or terminating the contract relating to the leasing out of business of the Company in whole or in essential parts; the assignment to anyone else to manage the businesses of the Company or the amalgamation of the businesses with other persons with an objective to share profit and loss. amendment of the memorandum of association of articles of association. increase or reduction of the capital of the Company or the issuance of debentures. the amalgamation of companies or liquidation of the Company

32 Voting for the Annual General Meeting of Shareholders No. 12/2006 Agenda items 1-6 are general matters which require the majority vote of the shareholders who attend the meeting and have the right to vote. Agenda item 7 requires a vote of not less than two-thirds of the total number of votes of the shareholders attending at the meeting according to section 90 of the Public Limited Companies Act B.E Agenda item 8 requires a vote of not less than three-fourth of the total number of votes of the shareholders attending at the meeting and have the right to vote according to section 145 of the Public Limited Companies Act B.E

33 Enclosure 6 Annual report request form ก 2548 ก ก ก ก ( ) ก ก 2548 Please, fill up the followings if you need a book of Annual Report 2005 and mail to us together with a copy of your I.D. card (without expired) with true certified copy for General Shareholders or Juristic person s documents for Shareholder of Juristic Persons. We will mail the Annual Report 2005 in copy to you as soon as possible. - ก / / Name Surname Mr./Mrs./Ms. Company Shareholder s Number /Total of Shares ก /Address /No. /Moo /Soi /Road / /Tumbol/Kwaeng / /Amphur/Khet /Province /Country /Postal Code /Telephone /Facsimile /Cell Phone /Signature /Date / / ก / ( กก ก ก ) /212Please do not hesitate to contact Ms. Krittima Sukanich and/or Ms. Sajee Dhavie (Executive Office) at (+66) Ext. 305/

34 1 The preliminary Information of Proxy Holders Enclosure 7 ก ก ก ก Mr. Chamni Janchai Independent Director Chairman of the Audit Committee 50 Age 50 years Nationality Thai ก ก (Education) - ก (MBA, Thamasat University) - ก ก ก ก ก (Graduate Diploma in Management of Public Economy, King Prajadhipok s Institute) - (B. Account, Thamasat University) ก (Experiences) (Current) - ก ก ก ก. - (Independent Director and Chairman of the Audit Committee, Sino-Thai Engineering and Construction Plc.) - ก ก. (Director, STP & I Plc.) - ก ก ก ก. (Director and Member of the Audit Committee, Thai Theparos Food Products Plc.)

35 - ก ก ก ก ก - (Chairman of the Advisory Communications and Transportation Commission) - ก ก ก. (Chairman of the Board, Rayong Pier Co., Ltd.) - ก ก ก ก ก กก (Qualified Director and Executive Director, Iron and Steel Institute of Thailand) - ก ก ก ก... ก (President, CJ Morgan Co., Ltd.) (Past) - ก ก. (Vice President, Nakorn Thai Strip Mill Plc.) - ก ก ก ก ก. ก (Director and Vice President, NTS Steel Group Plc.) ก : - - Shareholding in the company : - None - / Performance in ก ก 7/7 (Attended 7 of 7 Board of Directors Meetings) - ก ก 5/5 (Attended 5 of 5 Audit Committee Meetings) ก : - - Disputed by Law : - None - ก ก ก ก ก - - Other Position substantially related with the Company's business - None - ก ก /No. of Years 6 /year /No. of Periods 2 /periods

36 2 ก ก ก ก Police Major General Jate Mongkolhutthi Independent Director Member of the Audit Committee 53 Age 53 years Nationality Thai ก ก (Education) - ก (LL.M., Chulalongkorn University) - (LL.B., Ramkhamhang University) ก (Experiences) (Current) - ก ก ก. ก (2000) (Director, Southeast Insurance (2000) Co., Ltd.) - ก ก ก. ก (Director, Southeast Life Insurance Co., Ltd.) - ก ก ก. (Director, Capital Co., Ltd.) (Past) - ก ก ก ก (Assistant Commissioner, Metropolitan Police Bureau, Royal Thai Police) ก : 10, % Shareholding in the company : 10,000 shares or equivalent to %