24 April 2007
Resolutions of AGM 1/2007
No. EGCO 110/236
Date : April 23, 2007
Attn : President of the Stock Exchange of Thailand
Subject: The resolutions of Shareholders Annual General
Meeting No.1/2007
Electricity Generating Public Company Limited (EGCOMP) would like to
report that the Shareholders Annual General Meeting No. 1/2007
held on April 23, 2007 at 2.30 p.m. at the Sai Samphan Auditorium,
Floor 9, EGCO Tower, 222 Moo 5, Vibhavadi Rangsit Road, Tungsonghong,
Laksi, Bangkok, passed the following resolutions:
1.Approved with the majority of votes the Minutes of the Shareholders
Extraordinary General Meeting No.1/2006 held on December 1, 2006.
The numbers of voting shares were 406,074,072 in favor and
none against with the abstaining votes of 14,378,357 shares
representing 96.58%, 0% and 3.42% of the total voting shares, respectively.
2.Acknowledged with the majority of votes the Company Annual Report
for the year 2006 and the interim dividend payment.
The numbers of voting shares were 408,533,690 in favor and
none against with the abstaining votes of 14,378,357
shares representing 96.60%, 0% and 3.40%
of the total voting shares, respectively.
3.Approved with the majority of votes the Balance Sheets and
Statements of Income as at December 31, 2006.
The numbers of voting shares were 408,533,690 in favor
and none against with the abstaining votes of 14,378,357
shares representing 96.60%, 0% and 3.40% of the total
voting shares, respectively.
4.Approved with the majority of votes the appropriation of
net profit for the year 2006 for the final dividend payment from
the second half-year operation of the year 2006 at 2.00 baht
per share on May 8, 2006, amounting to 1,052,930,000 baht.
The numbers of voting shares were 409,118,595 in favor
and none against with the abstaining votes of 13,793,452 shares
representing 96.74%, 0% and 3.26% of
the total voting shares, respectively.
5.Appointed with the majority of votes the auditors being
Mr. Suchart Luengsuraswat CPA#2807, Mrs. Nattaporn Pan-Udom,
CPA#3430 and Mr. Kajornkiat A-roonpairotekul, CPA# 3445
of PricewaterhouseCoopers ABAS Limited with
the remuneration of not exceeding 2,257,700 baht
with the out-of-pocket expenses for audit in Thailand
at not exceeding 89,600 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.
The numbers of voting shares were 402,932,190
in favor and 5,601,500 against with the abstaining votes of 14,378,357
shares representing 95.28%, 1.33% and 3.40%
of the total voting shares, respectively.
6.Re-elected the retiring directors for another term
with number of the votes in favor exceeding four-fifths of the total
shares attending the Meeting and having the rights to vote as follows.
1. Re-elect Mr. Worawit Khamkanist as an Independent Director
The numbers of voting shares were 408,345,340
in favor and 22,000 against with the abstaining votes of 14,544,707
shares representing 96.56%, 0.01% and 3.44% of
the total voting shares, respectively.
2. Re-elect Mr. Chamnong Wongsawarng as a director
The numbers of voting shares were 407,836,990 in favor
and 165,400 against with the abstaining votes of 14,909,657 shares
representing 96.44%, 0.04% and 3.53% of the total voting
shares, respectively.
3. Re-elect Mr. Sombat Sarntijaree as a director
(The numbers of voting shares were 408,371,340
in favor and 1,000 against with the abstaining votes
of 14,539,707 shares representing 96.56%, 0%
and 3.44% of the total voting shares, respectively.)
4. Re-elect Mr. Hideaki Tomoku as a director
The numbers of voting shares were 408,520,930
in favor and 2,710 against with the abstaining votes of 14,388,407 shares
representing 96.59%, 0.00% and 3.40% of the total voting shares, respectively.
5. Re-elect Mr. Visit Akaravinak as a director
The numbers of voting shares were 407,845,080 in favor and 166,400
against with the abstaining votes of 14,900,567 shares
representing 96.44%, 0.04% and 3.52% of
the total voting shares, respectively.
7. Approved the increase in number of independent directors
and the election of a new independent director with
the number of the votes in favor exceeding four-fifths
of the total shares attending the Meeting and having
the rights to vote as follows.
7.1 Approved the increase in number of independent directors by one
The numbers of voting shares were 408,539,180
in favor and 1,410 against with the abstaining votes
of 14,379,657 shares representing 96.6%, 0%
and 3.40% of the total voting shares, respectively.
7.2 Elected Mr. Thanapich Mulapruk as a new independent director
The numbers of voting shares were 408,385,480
in favor and 1,410 against with the abstaining votes
of 14,533,357 shares representing 96.56%, 0%
and 3.44% of the total voting shares, respectively.
8.Approved with the majority of votes the Board of Directors
remuneration for year 2007 and bonus for the year 2006 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 17 million baht to be appropriated
at the Board 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 numbers of voting shares were 408,184,090 in favor and 0
against with the abstaining votes of 14,736,157 shares
representing 96.52%, 0% and 3.49% of the total voting shares, respectively.
9.Other Business None
The Minutes of Shareholders Annual General Meeting No. 1/2007,
which will be submitted for approval at the next shareholders meeting,
will be reported to the SET by May 7, 2007.
Yours sincerely,
Visit Akaravinak
President
Corporate Secretary Division
Tel. 0 2998 5020 - 24