26 March 2009
The President The Stock Exchange of Thailand Bangkok
Dear Sir,
Re: Reports on Resolutions of the Board of Directors' Meeting No. 2/2009 regarding the Agenda for the Ordinary General Meeting of Shareholders No.1/2009
The Board of Directors of Berli Jucker Public Company Limited at Meeting No. 2/2009 held on Wednesday, 25 March 2009 passed the resolutions that the agenda regarding the acquisition of the ordinary shares of T.C.C. Technology Company Limited from TCC Holdings Company Limited for 3,060,000 shares, equaling to 17.00 percent of the paid-up capital, at a price of Baht 11.45 per share, with a total amount of Baht 35,037,000,will be added to agenda for the Ordinary General Meeting of Shareholders No. 1/2009 which will be held on Tuesday, 28 April 2009. The agenda for the Ordinary General Meeting of Shareholders will be as follows:
1. To adopt the Minutes of the Ordinary General Meeting of Shareholders No. 1/2008 held on 28 April 2008.
2. To acknowledge the Company's Annual Report and the Board of Directors' Report on the Company's operations for 2008.
3. To consider and approve the Company's Financial Statements, Balance Sheet and Statement of Income for the year ended 31 December 2008.
4. To consider and approve the dividend payment based on the Company's operations for 2008.
5. To elect Directors to replace those who retire by rotation.
6. To fix the remuneration for Directors.
7. To appoint the Auditors and fix the audit fee for 2009.
8. To consider and approve the amendment of Clause 13 of the Company's Articles of Association as follows:
Existing:
"The Company shall have a Board of Directors which consists of 5 natural persons. The Board of Directors shall elect a director to be the Chairman, and may elect a Vice Chairman, Managing Director and other positions as they see fit and no less than half of them shall be resident in the Kingdom.The Board of Directors may form an Executive Board which comprises the number of Directors as they deem fit which shall include the Managing Director and Chairman to be appointed. The Board of Directors' Meeting may fix the remuneration i.e. salary, meeting fee and bonus for Executive Directors."
New:
"The Company shall have a Board of Directors which consists of 5 natural persons. The Board of Directors shall elect a director to be the Chairman, and may elect a Vice Chairman as they see fit and no less than half of them shall be resident in the Kingdom.The Board of Directors shall elect a director to be appointed as a President."
9. To consider and approve the acquisition of the ordinary shares of T.C.C. Technology Company Limited from TCC Holdings Company Limited for 3,060,000 shares, equaling to 17.00 percent of the paid-up capital, at a price of Baht 11.45 per share, with a total amount of Baht 35,037,000.
10. To consider other business (if any).
Please be informed accordingly.
Yours faithfully,
Berli Jucker Public Company Limited
Aswin Techajareonvikul
Director
Thirasakdi Nathikanchanalab
Director
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