April 9, 2007
Subject
: Notice of the Annual General Meeting of Shareholders for the year 2007
To
: Shareholders
Attachment
: 1. Minutes of the Annual General Meeting of Shareholders for the year 2006
2. Annual report for the year 2006 including Statement and Balance Sheet ended
December 31, 2006
3. Proxy Form
As The Board of Directors’ Meeting has the resolution to specify the Annual General
Meeting of Shareholders for the year 2007, on April 20, 2007 at 2.00 p.m. at Evergreen Hall, 2nd Floor at
Evergreen Laural Hotel No. 88 North Sathorn Bangrak Bangkok 10500.
The procedures for the meeting are as follows :
Agenda 1 To consider and certify the Minutes of Annual General
Meeting of 2006.
Board of Directors’ opinion : The Minutes is correct in accordance with the
resolutions of the Annual General Meeting of 2006. It is deemed appropriate that the
Shareholders approve the said minutes dated on April 7, 2006.
Agenda 2 To consider and certify the Board of Directors' report for
2006.
Board of Directors’ opinion : It is deemed appropriate to report to the Shareholders
on The Board of Directors’ report of business activities in the year of 2006
Agenda 3 To consider and approve of Balance Sheets and Profit and
Loss Statements for the fiscal year ended December 31, 2006.
Board of Directors’ opinion : It is deemed appropriate that the Shareholders
approve the Balance sheets and profit and Loss Statements for the fiscal year ended
December 31, 2006 which had been considered by the Audit Committee and certified by
the auditor.
Pacific Pipe Public Company Limited
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Agenda 4 To acknowledge about an interim dividend.
Board of Directors’ opinion : It is deemed appropriate to report to the Shareholders
about an interim dividend of the Company which paid on September 7, 2006 in the price
of 0.55 Baht per share.
Agenda 5 To consider and approve the allocation of 2006 profit and
the payment dividend.
Board of Directors’ opinion : The allocation of profit of the year 2006 and the
dividend payment as proposed is appropriate with the business and operations of the
company. It is deemed appropriate that the shareholders approve allocation of 2006 net
income Baht 198.23 million as a legal reserve in the amount of Baht 10 million. The total
dividend payment for the year 2006 ended December 31, 2006 at Baht 1.10 per share that
interim dividend has paid at 0.55 Baht per share on September 7, 2006 and the addition
dividend payment at 0.55 Baht per share. The closing date of share registration for right
on receiving dividend is April 5, 2007 and the dividend payment date is May 9, 2007 as
proposed.
Agenda 6 To consider the appointment of directors replacing those
retire by expiration of term and the Directors' remuneration.
Board of Directors’ opinion : the Articles of Association prescribed that at the
general meeting of shareholders of each calendar year, one-third of the directors, the
directors are due to retire by rotation in this year are Mr.Suchai Chaikajornwat and
Mr.Somchai Lekapojpanich. The two directors are people with the knowledge and
contribute their knowledge to strengthen the growth of the Company.The Board
considered and recommends the shareholders to re-elect retiring directors to be the
company’s directors for the another term and recommends the shareholders approve the
directors’ remuneration in the total of 3,500,000 Baht.
Agenda 7 To consider and appoint the additional directors.
Board of Directors’ opinion : The Board of directors considered and recommend
the shareholders appoint an additional directors namely Miss Niyada Choonhawongse and
Mr.Kriengkai Rukkulchon. Thus the number of directors has been changed from 7
directors to 9 directors. Moreover the Board of directors considered and found that both
directors are people who have experience and knowledge that are useful to the company.
Pacific Pipe Public Company Limited
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Agenda 8 To consider the appointment of the auditors and the
auditor's fee.
Board of Directors’ opinion : The Board considered and recommends the
shareholders to approve the auditor namely Mr. Narong Puntawong CPA License No.
3315, Mr. Supachai Punyawattano CPA License No. 3930 and Ms. Siraporn Euranunkul
CPA License No. 3844 at Ernst and Young Office Limited as the Company’s external
auditor for the year 2007. Anyone of the above can authorize to certify the auditors’
report. In the case of auditors as above list cannot work. Ernst and Young Office Limited
has a power to appoint other auditors of the company to be an auditor who can authorize
to certify the auditors’ report instead. The remuneration for year 2007 is 910,000 Baht.
Agenda 9 To consider any other business (if any).
You are cordially invited to attend the meeting at the above mentioned date, time
and venue. Any shareholder unable to attend the meeting is entitled to appoint a proxy
using the enclosed the proxy form.
Yours sincerely,
( Mr. Prayoon Lekapojpanich )
Chairman