26 April 2005
The resolutions of The Shareholders' AGM No.1/2005
No. EGCO 110/176
Date : April 25, 2005
Attn : President of the Stock Exchange of Thailand
Subject: The resolutions of Shareholders' Annual General Meeting No.1/2005
Electricity Generating Public Company Limited (EGCOMP) would like to inform
the Stock Exchange of Thailand (SET) that the Shareholders' Annual General
Meeting No. 1/2005 held on April 25, 2005 passed the following resolutions:
1. Approved the Minutes of the Shareholders' Annual General Meeting No.1/2004
held on April 26, 2004.
2. Approved the Board of Directors' Annual Report for the year 2004 and
acknowledged the interim dividend payment for the first half-year operation
of the year 2004 at Baht 1.50 per share on September 22, 2004.
3. Approved the Balance Sheet and Statement of Income as at December 31,2004.
4. Approved the appropriation of net profit for the year 2004 as the dividend
payment for the second half-year operation at Baht 1.50 per share on
May 12, 2005, amounting to Baht 787,791,300.
5. Appointed Mr.Prasarn Chuaphanich CPA#3051, Mr.Suchart Luengsuraswat CPA#2807
and Mr.Prasit Yuengsrikul CPA#4174 of Pricewaterhouse Coopers ABAS, Limited
as the Company's auditors and determine the audit fee for year 2005 at
not exceeding Baht 1,864,880 with the out-of-pocket expenses for audit
in Thailand at not exceeding Baht 80,000. as well as the auditors' traveling
expenses in the countries where the Company invests. The Board of Directors
was authorized to approve the alternate certified public accountant of
PricewaterhouseCoopers ABAS Limited as well as to approve the quarterly
review fee of new subsidiary, associated and joint venture companies.
6. Re-elected Mr.Sommai Phasee and Mr.Chaipat Sahasakul as Independent
Directors, and Mr.Richard McIndoe, Mr.Michael Irl Nikkel and Mr.Peter
Albert Littlewood as EGCOMP Directors for another term.
7. Approved the Board of Directors' remuneration for the year 2005 and bonus
for the year 2004 as follows:
1. Baht 30,000 monthly retainer fee and Baht 10,000 meeting allowance.
The Chairman of the Board shall receive 25% additional remuneration
both in retainer fee and meeting allowance. Any absent director shall
not receive the meeting allowance.
2. Bonus amount of Baht 12 million which will be appropriated at the
Board's discretion.
3. Remuneration of the Board Committees as determined by the Board of
Directors to correspond with the duties and liabilities of each
committee.
The Minutes of Shareholders' Annual General Meeting No. 1/2005 will be reported
to the SET by May 9, 2005.
Moreover, the Board of Directors in the meeting No. 3/2005 on April 25, 2005
approved the appointment of the Committee Members as follows:
1.Mr.Chaipat Sahasakul as Chairman of the Audit Committee.
2.Mr.Sommai Phasee and Mr.Michael Irl Nikkel as Members of the Executive
Committee.
3.Mr.Sommai Phasee and Mr.Richard McIndoe as Members of the Nomination and
Remuneration Committee.
Yours sincerely,
Chalermchai Ratnarak
President
Corporate Secretary Division
Tel. 0 2998 5020 - 7