Attention: The Director and the Manager The Stock Exchange of Thailand
The Board of Directors' Meeting, Special Agenda, of L.P.N. Development Public Company Limited held on 17 March 2006 from 14.00 to 15.00 hrs. at the Company's meeting room, 36th Floor, Lumpini Tower, Rama 4 Road, Thungmahamek, Sathorn, Bangkok 10120 has resolved to change agenda the Annual General Meeting of the Shareholders for the year 2006 from "Agenda 5: To consider the appointment of the new directors in replacement of those whose directorship had expired, the appointment of additional directors and assignation of directors' remunerations, and according to the Directors' opinion, it was appropriate to appoint 1 additional Director" to "Agenda 5: To consider the appointment of the new directors in replacement of those whose directorship had expired and the appointment of additional directors, and according to the Directors' opinion, it was appropriate to appoint 2 additional Directors". Moreover, and to separate the agenda 5 to additional agenda for consider Designating Directors' Remunerations and rewards. The new agenda are as follows;
Agenda 1 To Consider Adoption the Minutes of the Annual General Meeting of Shareholders, Year 2005 Directors' opinion: It was appropriate that the Minutes of the Ordinary General Meeting of Shareholders Year 2005 held on 28 April 2005 be adopted.
Agenda 2 Board of Directors Report Company's Performance Report of the Year 2005 Directors' opinion: It was appropriate to acknowledge the Company's Annual Operations, Year 2005.
Agenda 3 To Consider the Approval of the Balance Sheets and Profit and Loss Statement for the Year ended 31 December 2005 Directors' opinion: It was appropriate to approve the Audited Balance Sheets and Profit and Loss Statement for the Year ended 31 December 2005
Agenda 4 To Consider the Approval of the Profit Allocation and Pay-Out the Dividends Directors' opinion: It was appropriate to pay dividend from the operation results of 2005 at the rate of Baht 0.22 per share for total amount of 1,475,698,768 Shares (One thousand four hundred seventy five million six hundred ninety eight thousand seven hundred and sixty eight shares) amounting Baht 324,653,729 (Three hundred twenty four million six hundred fifty three thousand seven hundred and twenty nine Baht Only) on 9 May 2006, and the closing of Shareholders Book for the right to attend the Meeting and the right to receive dividends was scheduled to be on 5 April 2006 at 12.00 hrs. until the meeting is complete, and the Meeting resolved to allocate some profit as legal reserve of Baht 30,000,000 (Thirty million Baht Only).
Agenda 5 To consider the appointment of the new directors in replacement of those whose directorship had expired and the appointment of additional directors Directors' opinion: It was appropriate to propose the 4 directors : 1. Mr.Amornsuk Noparumpa 2. Mr.Tawechai Chitasaranachai 3. Mr.Tikhamporn Plengsrisuk 4. Mrs.Yupa Techakraisri whose directorship expired to repeat their terms, since these directors possess remarkable abilities, wide and forward looking vision and long experience which are highly valuable for the company's progression and advantages and appoint Mr.Opas Sripayak and Mr.Weerasuk Wahawisal to be additional directors.
Agenda 6 To Consider Designating Directors' Remunerations and Reward Directors' opinion: It was appropriate to approve the directors' remuneration for 2006 of Bath 4,620,000 (Four million six hundred and twenty thousand Baht Only) and the directors' reward from the operation results of 2005 Baht 1,422,500 (One million four hundred twenty two thousand five hundred Baht Only) which shall be allocated by Board of Directors.
Agenda 7 To Consider the Appointment of the Auditors and Assignment of their Remunerations Directors' opinion: It was appropriate to appoint Mrs. Vilairat Rojnuckarin, CPA no.3104 or Mrs. Suvimol Krittayakiern, CPA no. 2982 of Office of DIA International Auditing as the Company's 2006 auditors. These two people are independent and are not in any interest of the Company, its subsidiaries and joint company. Furthermore, these people are well qualified to work as auditors and approved their remunerations as the auditors of Company for Baht 810,000 (Eight hundred and ten thousand Baht Only).
Agenda 8 To Consider the Decrease of the Registered Capital and Amending Clause 4 of the Memorandum of Association.
Directors' opinion: It was appropriate to decrease of the registered capital of the company from Baht 1,486,706,550 to Baht 1,475,698,768 by canceling ordinary share left from the preservation prepared for the right to exercise warrants amount 11,007,782 shares at a par value of Baht 1 and amending Clause 4 of the Company's Memorandum of Association set out herein below to be in Agreement with the decrease of the Company's registered capital, be approved:
Clause 4 The registered capital Baht 1,475,698,768 (One thousand four hundred
seventy five million six hundred ninety eight thousand seven hundred
and sixty eight Baht Only)Divided into 1,475,698,768 Shares (One thousand four hundred seventy
five million six hundred ninety eight thousand seven hundred and sixty
eight Shares)At a par value of Baht 1 (One Baht)
Consisting of
Ordinary shares 1,475,698,768 Shares (One thousand four hundred seventy
five million six hundred ninety eight thousand seven hundred and sixty
eight Shares)
Preferred shares 0 Share ( - )
Agenda 9 Other Matters (if any)
Directors' opinion: -none-
Please acknowledge the above matters.
Yours faithfully,
(Tikhamporn Plengsrisuk)
Chief Executive Officer