25 April 2006
Resolutions of AGM No.1/2006
No. EGCO 110/171
Date : April 25, 2006
Attn : President of the Stock Exchange of Thailand
Subject: The resolutions of Shareholders' Annual General Meeting No.1/2006
Electricity Generating Public Company Limited (EGCOMP) would like to inform
the Stock Exchange of Thailand (SET) that the Shareholders' Annual General
Meeting No. 1/2006 held on April 24, 2006 passed the following resolutions:
1.Approved the Minutes of the Shareholders' Annual General Meeting
No.1/2005 held on April 25, 2005.
2.Acknowledged the Company's Annual Report for the year 2005 and
acknowledged the previous payment of interim dividend for the first
half-year operation of the year 2005 at 1.50 baht per share on
September 20, 2005.
3.Approved the Balance Sheet and Statement of Income as at December
31, 2005.
4.Approved the appropriation of net profit for the year 2005 for
the final dividend payment from the second half-year operation of
the year 2005 at 1.75 baht per share on May 10, 2006, amounting
to 921 million baht.
5.Appointed the auditors being Mr. Suchart Luengsuraswat CPA#2807,
Mrs.Nataporn Pan-udom, CPA#3430 and Mr. Kajornkiat A-roonpairotekul,
CPA# 3445 of Pricewaterhouse Coopers ABAS, Ltd. with the
remuneration of not exceeding 2,014,000 baht with the out-of-pocket
expenses for audit in Thailand at not exceeding 80,000 baht.
The Company would also be responsible for the auditors' traveling
expenses in the countries where the Company invests as deemed
appropriate. The Board of Directors was authorized to approve the
alternate certified public accountant with PricewaterhouseCoopers
ABAS,Limited as well as to approve the quarterly review fee of new
subsidiary,associated and joint venture companies.6.Re-elected
Mr.Aswin Kongsiri as Independent Director and Mr. Norkun Sitthiphong
as EGCOMP Director for another term as well as elected Mr. Paiboon
Thepmongkol as EGCOMP new Director to succeed Mr. Chai-Anan
Samudavanija.
7.Approved the Board of Directors' remuneration for year 2006 and
bonus for the year 2005 as follows:
1. 30,000 baht monthly retainer with 10,000 baht for attending
each Board meeting. The Chairman of the Board shall receive
25% additional remuneration both in retainer and meeting
allowance. Any absent directors shall not receive the
meeting allowance.
2. The bonus amount at 13 million baht to be appropriated at the
Board's discretion.
3. Remuneration of the Board's Committees namely the Audit
Committee, the Nomination and Remuneration Committee and the
Executive Committee as determined by the Board of Directors to
correspond with the duties and liabilities of each committee.
8.Approved the issuance and offering for sale to investors of the
Company's debentures subject to the following terms and conditions:
Type of debentures : All type of debentures, depending upon market
conditions at the time of each issuance and
offering of the debentures.
Amount and Currency : In an aggregate amount not exceeding 20,000
million baht and/or equivalent in other
currencies.
Offering : To be offered domestically and/or internationally
to the public, and/or institutional investors,
and/or specific investors according to the
relevant regulations in effect during the time
of the offering, in whole or in part,
and may be single or multiple offerings.
Interest Rate : Depending upon market conditions at the time of
each issuance and offering of the debentures.
Maturity : Not exceeding 30 years from the issuing date OR
Depending upon market conditions at the time of
each issuance and offering of the debentures.
Authorization : The issuance and the offering of debentures,
category, name, offering amount, face value,
offering price per unit, term of issuance and
offering, allocation procedures, offering
method, interest rate, term, redemption period,
and other details relating to the issuance and
the offering or redemption of debentures
shall be within the power of the Board to
further determine or amend depending upon
market and financial conditions at the time of
the issuance and offering of the debentures.
The Minutes of Shareholders' Annual General Meeting No. 1/2006, which
will be submitted for approval at the next shareholders' meeting, will be
reported to the SET by May 8, 2006.
Yours sincerely,
Visit Akaravinak
President
Corporate Secretary Division
Tel. 0 2998 5020 - 24