28 May 2007
To: Managing Director The Stock Exchange of Thailand
Subject : To report the resolutions of the Board of Directors' Meeting No. 2/2007
The Meeting of the Board of Directors of Polyplex (Thailand) Public Company Limited (the Company) No. 2/2007 held at 6.30 pm on 25 May 2007, has resolved as follows:
1.That the report on the Company's operating results be acknowledged.
2.That the Company's audited balance sheet and the profit and loss statements for the year ended 31 March 2007 which had been audited by the certified public accountant and reviewed by the Audit Committee, be approved.
3.That the project proposal in respect of the expansion plan for Metallised Film production of the Company be approved. The total investment cost for this project is estimated at USD 6,000,000 (or approximately Baht 210,000,000 calculated by using the foreign exchange rate of USD 1: Baht 35). After having calculated by using the highest calculation base (i.e. the total value of consideration paid divided by the value of total assets), the size of transaction is lower than 15%.
4.That the project proposal in respect of the expansion plan for Metallised Film production of Polyplex Europa Polyester Film Sanayi ve Ticaret Anonim Sirketi (PE) in Turkey, be approved. The total investment cost for this project is estimated at Euro 3,000,000 (or approximately Baht 141,000,000 calculated by using the foreign exchange rate of Euro 1: Baht 47). After having calculated by using the highest calculation base (i.e. the total value of consideration paid divided by the value of total assets), the size of transaction is lower than 15%.
5.That (i) the appropriation of Baht 17.10 million as legal reserve, (ii) the dividend payment to the Company's shareholders whose names appear on the share register as of 6 August 2007 at 12.00 noon at the rate of Baht 0.17 per share and (iii) the dividend payment schedule by 17 August 2007, be approved.
6.That the re-appointment of Mr. Manu Leopairote and Mr.Praphad Phodhivorakhun who would retire by rotation as the directors for another term and the Audit Committee remuneration for 2007 of Baht 10,000 per person per meeting attendance, be approved.The directors of the Company (other than the member of the Audit Committee) voluntarily waived their rights to receive the remuneration.
7.That the appointment of Mr. Narong Puntawong (CPA No. 3315) and/or Mr. Supachai Phanyawattano (CPA No. 3930) and/or Ms. Siraporn Ouaanunkun (CPA No. 3844) of Ernst & Young as the auditors of the Company and the remuneration of the auditors for the next financial year as approved be submitted to the shareholders meeting for approval.
8.That the share register book be closed: a)from 9 July 2007 at 12:00 noon until the conclusion of the Annual General Meeting of Shareholders in order to determine the shareholders' entitlement to attend the 2007 Annual General Meeting of Shareholder; and b) on 6 August 2007 at 12:00 noon in order to determine the entitlement of the shareholders' to receive dividend
9.That the 2007 Annual General Meeting of Shareholders be held on 27 July 2007, at 10.30 a.m. at Hotel Rembrandt, Sukhumvit Soi 18, Bangkok, to consider the following agenda:
1.To certify the Minutes of the 2006 Annual General Meeting of Shareholders dated July 28, 2006.
2.To acknowledge the report on the Company's operating results and to approve the Directors' Report.
3.To consider and approve the Company's audited balance sheet and profit and loss statements for the year ended 31 March 2007.
4.To consider and approve the distribution of dividends and appropriation of the profit as the legal reserve.
5.To consider and approve the appointment of directors to replace those retiring by rotation and to determine their remuneration.
6.To consider and approve the appointment of auditors and their remuneration.
7.To consider other business (if any)
Yours faithfully,
Polyplex (Thailand) Public Company Limited
(MANISH GUPTA)
Authorized Signatory