03 September 1998
THE RESOLUTIONS OF SHAREHOLDERS' EXTRAORDINARY MEETING1/1998
No. EGCO 310/385
Date: September 2, 1998
Attn: The President of the Stock Exchange of Thailand
Subject: The resolutions of Shareholders' Extraordinary Meeting No. 1/1998
Electricity Generating Public Company Limited (EGCOMP) would like to report
on the resolutions of Shareholders' Extraordinary Meeting No. 1/1998 held on
September 2, 1998. The meeting unanimously passed the following resolutions:
1. To approve the minutes of Annual General Meeting No. 1/1998 held on April
29, 1998.
2. To approve the amendments to Article 13, 18 and 36 of the Company's
Articles of Association as follows:
"Article 13 The Board of Directors shall have the required qualifications
and not have any prohibited characteristics as provided by the
Public Company Act. The Board ofDirectors shall comprise of not
less than five directors and not more than thirteen directors
who shall be elected by shareholders, provided that not less
than half of the directors must reside in Thailand.
Article 18 Apart from retirement by rotation, the Directors shall vacate
the office upon:
(1) death;
(2) resignation;
(3) lack of qualifications or possession of prohibited
characteristics as provided by law;
(4) removal by resolution of the shareholders' meeting under the
procedure set forth in Article 36 of this Articles of Association;
(5) dismissal by court order;
(6) the Managing Director shall vacate the office upon the annual
general meeting which is immediately followed the year in
which such Managing Director becomes 60 years old.
Article 36 Unless otherwise provide herein, a resolution passed by the
shareholders meeting shall require the following number of votes:
(1) In normal cases, a resolution shall be adopted by the
majority votes of shareholders present and voting. In the
case of equal voting, the Chairman of the meeting shall have
a casting vote.
(2) In the following cases, a resolution shall be adopted by a
vote of not less than four-fifth of the total votes of
shareholders present and entitled to vote:
(a) the assignment, transfer, sale or other disposition, in
whole or in essential part, of the Business to other persons;
(b) the purchase or acceptance of the transfer of business
belonging to another public or private company;
(c) the execution, amendment, or termination of a contract
concerning the leasing, in whole or in essential part,
of the Business;
(d) the amalgamation of business with other persons for the
purpose of sharing profit and loss;
(e) the dissolution or amalgamation of the Company;
(f) any changes in or amendments to the Corporate Documents;
(g) the assignment to another Person of responsibility for
the management of the Business of the Company;
(h) the appointment and removal of any Director or any change
in the number of Directors;
(i) the issuance of preference shares, debentures, warrants
or other securities (other than Shares) by the Company or
any alteration of the existing rights pertaining thereto;
(j) any new business, any change in the nature of the Business
and any material acquisitions of the Business of the Company; and
(k) any capital increase or reduction or any other actions
which by law require at least three fourths majority of all
of votes of the shareholders present and entitled to vote.""
3. To elect a new director: Mr. Sawanit Kongsiri.
Sincerely yours,
Worawit Khamkanist
Managing Director