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AGM 2010 Minute

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               ANNUAL GENERAL MEETING OF SHAREHOLDERS 2010
                                   OF
                      LOXLEY PUBLIC COMPANY LIMITED


                       *********************************************************
Date & Place
        The meeting was held on April 28, 2010, at 2.00 pm. at Queens Park 3 Room, 2nd
Floor, Imperial Queens Park Hotel, Soi Sukhumvit 22, Bangkok.

Board Present 16 Persons
        1. Mr. Pairote        Lamsam                Chairman
        2. Mr. Sukit          Wanglee               Vice Chairman
        3. Mr. Dhongchai Lamsam                     President and Member of the Nominating &
                                                    Remuneration Committee
        4. Dr. Harit       Sutabutr                 Independent Director and Chairman of the
                                                    Audit Committee
        5. Dr. Wissanu Krea-ngam                   Independent Director
        6. Mr. Sirin      Nimmanahaeminda           Independent Director
        7. Dr. Supavud Saicheua                    Independent Director
        8. Mr. Charoon Chinalai                    Independent Director and Member of the
                                                    Audit Committee
        9. Mr. Dusit Nontanakorn                   Independent Director , Chairman of the
                                                   Nominating & Remuneration Committee and
                                                   Member of the Audit Committee
      10. Mr. Supachai         Wanglee             Director
      11. Mr. Suebtrakul Soonthornthum             Director and Member of the Nominating &
                                                   Remuneration Committee
      12. Mr. Poomchai         Lamsam              Director
      13. Mr. Vasant           Chatikavanij       Director
      14. Mr. Suraphand Bhasitnirandr             Director and Member of the Nominating &
                                                  Remuneration Committee
      15. Dr. Sompop           Chareonkul         Director
      16. Mr. Suroj            Lamsam             Director

Auditor Present          1 Person
       1. Mrs. Siripen        Sukcharoenyingyong          Certified Public Accountant No. 3636
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Starting the meeting
        The Chairman notified the meeting that there were 317 shareholders and proxies,
representing 750,007,329 shares, from the whole number of 2,000,000,000 company
shares or equal to 37.50 per cent of the paid-up shares, to constitute the quorum under
the articles of association of the Company; Mr. Pairote Lamsam, the Chairman delivered a
speech to commence the meeting.
        Before considering several matters under the agenda of the meeting, the
Chairman explained to the meeting that the Company provided the opportunity for the
shareholders to propose any matters that they considered to be proper for entering into
the agenda of the shareholders’ ordinary meeting and they could propose persons’ names
to be elected to be directors in advance before the shareholders’ meeting. It appeared
that there was no shareholder proposing any matter to be the content of the agenda or
proposing persons to be considered as directors.
        The Chairman gave his explanation on voting procedures and counting of votes,
as follows : in counting of votes, one share would be equal to one vote and one
shareholder could vote in each agenda whether he agreed or he did not agree or
abstained in each agenda, to be equal to the number of shares held by him or
represented by him; by using the voting tickets that the Company had already distributed
to the shareholders while making the Meeting registrations and the Chairman made it
clear that such voting tickets should be used for voting on the agenda exclusively when
the shareholders’ consents would be required which, in this connection, the shareholders
should express their consents in their voting tickets and the Company’s officers would
collect the voting tickets and then summing up the votes for announcing to the Meeting.
On voting for the convenience of and rapidity to prevent the unnecessarily excessive time
consuming for the shareholders, if, on any agenda, there should be no shareholder
expressing disagreement or abstaining to vote, it should be deemed that the Meeting had
unanimously passed a resolution approving such particular agenda which, in this
connection, no voting ticket would be required. But, if there should be any shareholder
being in disagreement or abstaining to vote, the Company then should ask the Meeting to
vote by using such voting tickets; except in Agenda 5 on election of directors, a
shareholder who agreed, not agreed and abstained, should have the vote(s) equivalent to
the number of shares held by deeming that one share would be equivalent to one vote for
electing an individual director. For shareholders represented by the Chairman, President,
Independent Directors, and the Company’s staffs as their proxies to attend the Meeting on
their behalf, they had prescribed the voting on each agenda which, in this respect, the
Company would collect such votes for an announcement all along with the voting of the
Meeting that day.
       Thereafter, the Chairman made a motion requesting the Meeting to consider the
matters in accordance with the agendas prescribed under the invitation letter to the
Meeting.

       Agenda 1. To Consider approving Meeting of Shareholders for the Minutes
of the Annual General 2009:
        The Chairman made a motion requesting the Meeting to make a consideration to
approve the Minutes of the Annual General Meeting of Shareholders for 2009, which was
convened on 29 April 2009. The Chairman sent such Minutes to all shareholders together
with the invitation letter to attend the current Meeting.
       No shareholder in the Meeting objected or requested the Meeting to alter the
Minutes of Meeting otherwise.
                                                                                              3



        The Minutes of the Annual General Meeting of Shareholders for 2009, proposed
by the Chairman, was then approved by the Meeting resolution on majority of votes with
the agreeable votes of 750,007,328 or equivalent to one hundred percents 100.00%,
disagreeable vote of 0 or equivalent to zero point double zero percents (0.00%), and
abstaining vote of 1 vote or equivalent to zero point double zero percents (0.00%) of the
total number of votes of the shareholders attending the Meeting and eligible for voting.

      Agenda 2. To Acknowlede the Company’s Operational Result Report for the
Year 2009 :
        Mr. Dhongchai Lamsam, President, gave a report on the Company’s operational
result for the Year 2009 to the Meeting as follows : the income in the consolidated
financial statement in the year 2009, was divided into the income of the company financial
statement of Loxley Public Co., Ltd. for Baht 4,336 million, the income from the subsidiary
companies (holding more than 50%) for Baht 5,944 million; the income from the
associated companies which was not included in the consolidated financial statement was
Baht 14,835 million.
        The Company had income in the year 2009 which was Baht 10,280 million,
dividing into the following business groups : Trading Business Group : Baht 4,182 million;
ICT Business Group : Baht 3,464 million, Project Business Group : Baht 1,325 million,
Service Business Group : Baht 690 million, Technology Business Group : Baht 449 million
and Special Project Group : Baht 98 million.
       In the consolidated financial statement of the year 2009, the Company had sales
income : Baht 10,076 million and other income : Baht 204 million when sales cost and
sales and administration expenses were deducted, the Company would have profit from
the operation in the amount of Baht 554 million; the net profit after deducting financial cost
and income tax was Baht 356 million.
        In the Company financial statement of the year 2009, the Company had income
from the sales in the amount of Baht 3,964 million and other income in the amount of Baht
373 million, when sales cost and sales and administration were deducted, the Company
would have profit from the operation in the amount of Baht 232 million, after deducting
financial cost, the profit before devaluation of the investment amount was Baht 145
million, so the net loss (after deducting the loss from the devaluation of the investment
amount and allowance for doubtful account in Online Lottery Project which was Baht 184
million), was Baht 39 million.
        The financial status as at 31 December 2009, for the consolidated financial
statement, the Company had current assets for Baht 5,728 million which were account
receivable for Baht 3,361 million, non-current assets for Baht 4,454 million; most was
investment in the associated companies which record was made under the principle of
Profit Divided From Investment (at Equity), to be equal to Baht 3,100 million. Regarding
the Company financial statement, there were current assets of Baht 2,882 million, to be
account receivable of Baht 1,659 million. Regarding non-current assets of Baht 2,403
million, most was investment in subsidiary and associated companies, to be Baht 1,710
million (it was recorded under the principle of investment cost).
          Regarding liabilities and the shareholders’ equity for the consolidated financial
statement, there were current liabilities of Baht 4,357 million, non-current liabilities of Baht
1,227 million, so the total liabilities were Baht 5,584 million; the shareholders’ equity was
Baht 4,598 million; the retained earnings were Baht 799 million; regarding the Company
financial statement, the Company had current liabilities for Baht 2,226 million, non-current
liabilities for Baht 1,088 million, so the total liabilities were Baht 3,314 million; regarding
the shareholders’ equity; there was Baht 1,971 million; the retained loss was Baht 293
                                                                                            4



million.
         Later, Mr. Dhongchai Lamsam, requested Mr. Suebtrakul Soonthornthum to 2
report the status of the judgment in case of Jaco Co., Ltd. and progress of investment in
2- digit and 3-digit Online Lottery Project.
        Mr. Suebtrakul Soonthornthum reported additionally on the status of the judgment
in the case of Jago Co., Ltd. and progress of investment in 2-digit and 3-digit Online
Lottery Project as follows:
        The result of the judgment of the Supreme Court of Jago Co., Ltd. was
summarized as follows : Making of the agreement to appoint distributors and dispensers
of prizes in charity lottery in automatic type between the Government Lottery Office (GLO)
and Jago Co., Ltd. was the carrying out of the project under the enforcement of the
Private Business Participation or Operation in the Government Activities Act of 1992 but
the Government Lottery Office did not comply with the criteria and procedures of such act.
The agreement to appoint distributors and dispensers of prizes in charity lottery in
automatic type had no binding on the government and the party. The arbitration
agreement which was a part of the said agreement had no binding as well. The Supreme
Court judged to return the judgment of the court of first instance so the petition was
dismissed, which made such case to be final and the Government Lottery Office did not
have necessity to compensate the damages to Jago Co., Ltd. according to the decision of
the arbitrators and the judgment of the Civil Court.
        According to the judgment, the Company considered when the Government
Lottery Office did not comply with the criteria and procedures of the Private Business
Participation or Operation in the Government Activities Act of 1992, the Company
assigned a law office to study what channel would be used to call for damages from the
Government Lottery Office.
        The progress of 2-digit and 3-digit Online Lottery Project was still uncertain; in the
beginning of December 2009, the Government Lottery Office Commission notified Loxley
GTECH Technology Co., Ltd. (LGT) prepared the work system to start distributing the
lottery within a period of not more than 90 days in about March 2010. The Company
prepared to distribute lottery after the Company was notified. However, in the beginning of
January 2010, the Prime Minister was interviewed through mass media that he did not
want online lottery and he assigned a working group to study for canceling the project and
the Government delivered the matter to DSI for considering whether the project had
offence as it coordinated to have corruption with the government or not; on this matter, the
Company followed up closely and it was sure that the Company complied fully under the
contract and the law in all respects; therefore, the Company was ready to carry out this
project further. The Government Lottery Office only had a letter on 15 January 2010 to
inform the Company to delay the activities, but the Government Lottery Officer has never
cancelled the contract with the Company. The Company was considered as it had right
under the contract.
        Regarding financial effect as at 31 December 2009, the Company had investment
in Loxley GTECH Technology Co., Ltd. (LGT) directly and indirectly, account receivable,
loan; in total amount of Baht 610 million, the amount was reserved for Baht 254 million so
the balance was Baht 356 million.
      Later, Mr. Dhongchai Lamsam, reported about the operation in other projects of
the Company during last year, as well as operation plan of the year 2010 as follows :
                                                                                          5



        Other than Online Lottery Project, the Company had joint investment with leading
companies abroad in the businesses of the associated companies that had continuous
growth of investment value having average accounting value (at Equity) that was higher
than the original cost value over 2.5 times as at 31 December 2009; the investment value
in the associated companies to be equal to Baht 3,100 million, numbering 13 companies,
the important investment proportion was as follows : BlueScope Steel (Thailand) Co., Ltd.,
BlueScope Lysaght (Thailand) Co., Ltd., BP-Castrol (Thailand) Co., Ltd., Thai Fiber Optics
Co., Ltd. and Oriental Post Co., Ltd.
        In the overview, if the investment amount was compared as at 31 December 2009,
it was found that the investment amount in the subsidiary companies according to the cost
price had the value of Baht 555 million but the accounting value was high up to Baht 981
million baht. The investment amount in the associated companies according to the cost
price had the value of Baht 1,155 million but the accounting value was high up to Baht
3,100 million. Furthermore, regarding the dividend received from the subsidiary and
associated companies in the year 2009, the Company received dividend from the
subsidiary companies in the amount of Baht 71 million and from the associated
companies in the amount of Baht 129 million.
         The projects completed in the year 2009 included the project installing optic fiber
cable conduit, BTS/CAT Baht 170 million, project of installing of wireless signal media
system, USO/CAT Baht 280 million, BSC-Power Supply SDH Multiplex/CAT equipment
installation project/CAT Baht 220 million, Bangplee - Suksawat Expressway Toll System
Project/Expressway Authority of Thailand Baht 486 million, Project of ATM and automatic
passbook update project/commercial bank Baht 213 million, computer maintenance
projects and working units, installation the system of income tax collection/ The Revenue
Department Baht 1,578 million.
        The project during operation in the year 2010 (Order Backlog) was in the total
amount of Baht 5,327 million, including Project of Installation of Framework of fiber optic
cable, Zone 4, southern region/Ministry of Education : Baht 447 million, Project to
modification of fire control machine, Flycatcher III 2 systems/ The Royal Thai Army : Baht
158 million, Project to purchase sonar system in type of drawing-slacking devices,
numbering 3 systems/ The Royal Thai Navy : Baht 878 million, Project of power sub-
station 115 kv, Bangsaen 2, Samut Sakhon, Phayao, Lop Buri, Sing Buri/PEA, Baht 676
million, Project of long-distance control and command system (SCADA), Field Device-
South Zone/PEA Baht 180 million, Project of Installation of control system (CSCS) for 4
stations/PEA : Baht 254 million, Project of high tension electric cable/Thuen Hinboun-Laos
Baht 479 million, Project of Mae Moh high tension electric cable, Lampang -
LamPhun/EGAT : Baht 585 million, Project of installation of running water system and
production, Maha Sarakham, Roi Et, Rangsit, Bang Phra/PWA : Baht 115 million, Project
of ATM and automatic passbook update project/commercial bank : Baht 319 million,
computer maintenance projects, installation the system of income tax collection/ The
Revenue Department : Baht 203 million and others.
       Guidelines and strategy of operation of the Company of the year 2010
       1. Try to create balance among project business, trading business and service
          business.
       2. Follow up of government projects, as well as United Thais-Strong Thailand, for
          example, mass transit project, electric and water source project,
          telecommunication project, for example, Fiber to home of CAT and IT Projects
          of government and private sectors.
                                                                                        6



       3. Find new goods and service additionally to enhance marketing potential that
          the Company had strength, for example, chemical products, construction
          materials, consumer products, as well as security service business that the
          Company was the distributor of high technology equipment and there were
          employees who have been well trained on security; at present the security
          business market had more requirement in government and private sectors.
       4. Increase of marketing channels for import and export to several countries
          under the frame of opening of ASEAN Free Trade Area (AFTA), effective from
          January 2010.
       5. Keep the financial liquidity and extend the credit facility to accept the
          expansion of the Company in this year.
       6. Enhance the capacity in making profit of business which was being operated,
          provide knowledge and training to employees continuously, as well as
          selecting trade partners having high potential in products and financial
          strength.
       7. Consider and solve the problems of retained losses in the financial statement,
          for example, disposal of some portion of assets which were not main business.
       8. Enhance care on political risk factors, government policy and economic risk
          factors, such as oil price, interest rate, exchange rate, etc.
       9. Consider businesses having potential in the future that the Company had
          resources to manage such as renewable energy, green product / service.
     Then, the shareholders asked about the detail, the important essence could be
summarized as follows :
        The shareholders asked if Department of Special Investigation (DSI) summarized
that the Company could not operate Online Lottery Project, how the Company would do
further; regarding the case of Jago that the Supreme Court has already judged, whether
the Company would file lawsuits or not; and when the Company would pay the dividend.
         Mr. Suebtrakul Soonthornthum, Senior Executive Vice President, explained on the
first matter that Online Lottery Project which was the work of the affiliated company of
Loxley, that was, Loxley GTECH Technology Co., Ltd. (LGT), there was no notifying of the
starting date for selling lottery, the Company confirmed that there was no coordination of
such project bidding as LGT was a joint venture between Loxley Public Co., Ltd. and
GTECH Corporation from the United States of America, that was a well-known company
and emphasized greatly on the importance of such matter. The Company cooperated to
give fact to DSI; however, the Company appointed a law office to take care of such matter
so there was no disadvantage or error. Furthermore, the Company assigned the law office
to study about the case between Jago Co., Ltd. (Prosecutor) and The Government Lottery
Office (the accused person) that the Supreme Court decided for the prosecutor to lose in
the case, the law office studied about law and prescription how to consider the case. Then
Mr. Suebtrakul explained on the matter that the shareholders asked when the Company
paid the dividend. Mr. Suebtrakul explained that the Executive Board of the Company
considered and realized about this matter as the important point; as according to the law,
if the Company had retained losses, the Company could not pay the dividend. The
Company was studying about the guidelines to solve problems of retained losses, by
using the method of accelerating dividend from the Companies that invested, that had
good result and then selling some portion of investment amount which was not the main
business, in order to recognize the profit from investment. The Company would select
those having the least effect and the highest benefit to the shareholders and the
Company. When the Company solved the problems of retained losses and then the result
of this year had profit, the Company could pay the dividend.
                                                                                            7



       The shareholders asked whether the Company had additional special expense;
and regarding the case of Jago Co., Ltd., whether the Company could do anything further.
       Mr. Suebtrakul Soonthornthum, explained further that the Company set aside the
reserve for doubtful accounts of Jago Co., Ltd. and Loxley GTECH Technology Co., Ltd.
        Mr. Supat Karachalkul, Senior Vice President, Financial Management Department,
explained further that the investment amount and assets related to the Online Lottery
Project under the financial statement as on the ending day of the year 2009, had the value
of about Baht 610 million, it had reserve for about Baht 254 million, the amount which has
not been set aside as the reserve being Baht 356 million. If the project was cancelled, the
net investment assets value for Baht 356 million, the Company might set aside the
reserve for devaluation of this year; and the Company had to file further law suit for
damages incurred.
        Dr. Wissanu Krea-ngam, Independent Director, expressed his opinion on the case
of Jago Co., Ltd. and Online Lottery Project additionally that the legal section of the
Company studied in the two topics closely. Furthermore, GTECH Corporation, the United
States of America, had legal section to follow this topic as well. Regarding Jago Co., Ltd.,
the Company filed lawsuit against the Government Lottery Office, to enforce under the
decision of the arbitration. The Government Lottery Office did not file lawsuit against the
Company. The fact that the Supreme Court decided that the action was not complied with
the Joint Venture Act of 1992, the Government could not file lawsuit against us; as the
Government did not comply with the procedures of the law; the Company was not against
the law. Regarding investment and expense incurred, Legal Section should consider that
if the Company filed lawsuit further, whether it would be cost-effective, both financial
matter and other effect. Regarding Online Lottery Project since the beginning to the
present time; the Legal Section decided that the Government did not cancel the contract,
the Company could solve the problem by negotiating with the Government Lottery Office
to have the best solution.
       Mr. Suebtrakul Sunthornthum said further that in case of Jago Co., Ltd., if the
Company would file lawsuit again, it could not call for Baht 3-4 billion, but the Company
might call for only the investment value for only some part; the Company had to consider
whether it would be cost-effective for the expense to occur. Then Mr. Suebtrakul
requested for Mr. Sirin Nimmanhaeminda, Independent Director, who had good economic
and financial knowledge and expertise to give his opinion on the financial status of Loxley
Public Co., Ltd.
       Mr. Sirin Nimmanhaeminda, Independent Director, showed his opinion that if the
operation of the Company in the year 2010 had profit and could make the retained
earnings to be positive in the account, it could make the Company to pay the dividend for
the operation in the year 2010 to the shareholders; the Company was doing in the right
way.
        Later, the shareholders asked for the detail of the financial statement, the directors
and the executives who had responsibility answered until the shareholders had
satisfaction. Some shareholders showed their opinions and gave moral support to the
directors for the Board’s work.
          Finally, Mr. Pairote Lamsam, the Chairman said that the Company recognized the
feeling of every shareholder on the Online Lottery Project; the Company was sure about
the Government all the time and hoped that the Government would do this project further
in the future. Mr. Pairote Lamsam, the Chairman, said that it was the duty of the Company
to try its best so that the Company would be successful.
                                                                                         8



       The Meeting resolution acknowledged the Company Operational Reports during
the Year 2009.
      Agenda 3. To Consider approving Balance Sheets and Statements of
Income for the year ended 31 December 2009:
       The Chairman asked the shareholders to consider approving the Balance Sheets
and Statements of Income of the Company for the year ended 31 December 2009 which
have already been audited by the Company auditor.
        The shareholders asked that the financial statement of the Company and
subsidiary companies, collected the income in the year 2008, the numerals of the income
in the annual report of the year 2008 and the year 2009 were not the same, as well as the
financial statement of each company; the Company was requested to explain.
        Mr. Supat Karachalkul, Senior Vice President, Financial Management Department,
explained that the cause why the numerals of the financial statement of the year 2008
appeared in the annual report of 2009, had different income from the annual report of
2008; as the categorizing of account shall be complying with the transactions in the
financial statement of the year 2008 which the auditor has audited and certified, under the
notes to the financial statement Clause 37. The shareholders’ equity in the consolidated
financial statement, the change of balance of the shareholders in the amount of Baht 1225
million, was the value derived from the change of proportion of the shareholders in
subsidiary and associated companies, coming from the main essence, BP-Castrol
(Thailand) Co., Ltd., having the excessive amount under the account for more than Baht
1,890 million and the Company could recognize the profit by the equity method for 40 per
cent according to the remaining proportion of shareholding from other companies which
were subsidiary and associated companies.
        The Meeting, after the considerations, has passed an unanimous resolution
approving such Balance Sheets and Statements of Income of the Company for the year
ended 31 December 2009 which have already been audited by the auditor by the votes
whereby the agreeable votes are 751,576,132 or equivalent to 100.00% and disagreeable
vote of 0 or equivalent to 0.00% and abstaining vote of 0 or equivalent to 0.00% of the
total number of votes of the shareholders attending the Meeting and eligible for voting.
        Notes : In this agenda, the participants increased from Agenda 1, for 1,568,803
votes.
      Agenda 4. To Consider approving the abstinence of dividend payment for
2009 and abstinence of legal reserve:
       The Chairman informed the Meeting to be aware that the Company, in 2009, had
loss and still had retained loss, amounting Baht 293.14 million according to the law; the
dividend could not be paid (the Public Limited Companies Act of 1992, Section 115, in
case the company had balance with retained loss, dividend would not be paid); thus, the
approval is sought from the Meeting to abstain from dividend payment and legal reserve.
       There was no shareholder asking anything.
                                                                                              9



        The Meeting, after the considerations, has passed a resolution approving the
Company to abstain from dividend payment and legal reserve on the majority of votes
whereby the agreeable votes are 751,531,732 or equivalent to 99.99%, disagreeable
votes are 5,400 or equivalent to 0.00%, and abstaining vote of 39,000 or equivalent to
0.01%, of the total number of votes of the shareholders attending the Meeting and eligible
for voting.
       Agenda 5. To Consider electing directors to replace those retiring by
rotation:
        Mr. Dusit Nontanakorn, Chairman of the Nominating and Remuneration
Committee, asked the Meeting to consider the elections of directors to replace those
retiring by rotation. In accordance with the law and Company’s Articles of Association,
directors who have longest been in office would retire by 1/3 of the total directors. In this
2010 Annual General Meeting of Shareholders, there were 5 directors scheduled to
vacate the office by rotation as listed below;
               1. Mr. Dhongchai Lamsam                 2. Mr. Charoon Chinalai
               3. Mr. Vasant Chatikavanij              4. Mr. Suraphand Bhasitnirandr
               5. Dr. Sompop Chareonkul
        In order to comply with the good corporate governance practice, the five directors
whose term expired according to the above names, left the meeting room as they were
the interested persons in this agenda, until this agenda was complete.
        The Company declared in website the Company’s inviting the shareholders to
propose the persons’ names that they considered that the persons had proper
qualifications to be selected to be the directors in advance from 30 November to 30
December 2009; it appeared that there was no shareholder proposing any person to be
considered and elected to be the directors; the Meeting was informed.
        The Nominating & Remuneration Committee considered and had the opinion that
the five directors had full qualifications according to the criteria and process of selection of
the Committee members; the Company attached the brief background of the five directors
in the attachment of the notice to convene the meeting. In selecting directors replacing the
directors retiring in rotation, the directors retiring from the positions could be re-elected.
As there was no shareholder proposing other candidates. the Board meeting resolved to
propose for the shareholders’ meeting to consider and appoint all directors retiring in
rotation to be the directors again; the meeting was requested to consider this matter.
         The Chairman of the Nominating & Remuneration Committee requested the
Meeting to consider and elect directors in replacing for the directors retiring in rotation on
individual basis; so that the shareholders could use their discretion to consider the
qualifications of each director who had to leave the position in rotation and such director
was proposed to be elected to be a director for another term fully, precisely and with
transparency; and it complied with the good corporate governance practice and in order
that it would correspond to the recommendation of the Office of Securities and Exchange
Commission (SEC) who wished to have transparent voting in the election of the directors
in counting of the vote, the ballots would be collected, both agreeing, disagreeing and
                                                                                        10



abstaining; the shareholders should vote in the ballots to elect the director on individual
basis.
       There was no shareholder asking anything.
        1)    Appointing Mr. Dhongchai Lamsam to assume the directorship for another
term by the agreeable votes of 748,633,881 or equivalent to 99.61%, disagreeable vote of
1,750,000 or equivalent to 0.23%, and abstaining vote of 1,192,251 or equivalent to
0.16% of the total number of votes of the shareholders attending the Meeting and eligible
for voting.
        2)     Appointing Mr. Charoon Chinalai to assume the directorship for another
term by the agreeable votes of 751,046,132 or equivalent to 99.93%, disagreeable vote of
475,000 or equivalent to 0.06%, and abstaining votes are 55,000 or equivalent to 0.01%
of the total number of votes of the shareholders attending the Meeting and eligible for
voting.
        3)    Appointing Mr. Vasant Chatikavanij to assume the directorship for another
term by the agreeable votes of 749,608,881 or equivalent to 99.74%, disagreeable vote of
775,000 or equivalent to 0.10%, and abstaining votes are 1,192,251 or equivalent to
0.16% of the total number of votes of the shareholders attending the Meeting and eligible
for voting.
       4)      Appointing Mr. Suraphand Bhasitnirandr to assume the directorship for
another term by the agreeable votes of 749,770,882 or equivalent to 99.76%,
disagreeable vote of 1,750,000 or equivalent to 0.23%, and abstaining votes are 55,250
or equivalent to 0.01% of the total number of votes of the shareholders attending the
Meeting and eligible for voting.
        5)    Appointing Dr. Sompop Chareonkul to assume the directorship for another
term by the agreeable votes of 748,633,881 or equivalent to 99.61%, disagreeable vote of
1,750,000 or equivalent to 0.23%, and abstaining votes are 1,192,251 or equivalent to
0.16% of the total number of votes of the shareholders attending the Meeting and eligible
for voting.
        Agenda 6. To Consider approving the Fixation of director remuneration for
2010:
        Mr. Dusit Nontanakorn, Chairman of the Nominating & Remuneration Committee,
declared that the Committee has approved the remuneration by considering the
operational results of the Company and comparing director remuneration with other
companies in the same business groups and nearby businesses, it was decided that the
remuneration was in the proper rate for the directors’ responsibility and market
remuneration. Moreover, every director exerted their efforts and devotions, physically and
mentally on their work; the Company, therefore, should give them sufficient remuneration
in order to maintain the directors. There was proposal for paying remuneration to the
directors as the meeting allowance, within the original amount of not more than Baht 10
million and as the Company had a lot of businesses to be taken care, it was suitable to set
the reserve for meeting allowance, to appoint suitable persons to be in the director
position, in replacing the director retiring, within the amount of not more than Baht 2
million; The total directors’ remuneration in form of meeting allowance did not include
                                                                                        11



remuneration and welfare paid to the directors in the status of employees or sub-
committee of any Company’s the working group then, the total amount was not more than
Baht 12 million; shall be allocated by the Chairman.
         In addition, in the year 2009, the shareholders’ meeting approved the directors’
remuneration in the amount of Baht 10 million, but the Company paid in the amount of
Baht 10,128,000; The reason was that, as at the end of 2008, Dr. Wichian Watanakun,
showed his intention to retire from being the Company’s director of as his health treatment
was not better. Later he submitted a resignation letter in July 2009. During his health
treatment, the Company considered that Dr.Wichian had effort to do work as an
independent director since the Company was listed in the Stock Exchange of Thailand, 16
years ago; so the meeting allowance was paid to compensate to him until the date
submitting the resignation letter. The remuneration then was over the stipulated amount;
the meeting was informed and the matter was proposed to the shareholders’ meeting to
verify for the excessive amount.
       There was no shareholder asking anything.
        The Meeting resolution, after the consideration has passed a resolution approving
the fixation of directors remuneration as proposed by the majority of votes with agreeable
votes of 750,537,132 or equivalent to 99.86%, disagreeable vote is 0 or equivalent to
0.00%, and abstaining vote of 1,039,000 or equivalent to 0.14% of the total number of
votes of the shareholders attending the Meeting and eligible for voting.

       Agenda 7. To Consider appointing auditors and fixing their remuneration for
the year 2010
        Dr. Harit Sutabutr, Chairman of the Audit Committee, of declared that through the
concurrence of the Audit Committee the Board considered that it was proper to appoint
Mrs. Siriphen Sukcharoenyingyong, registration No.3636, and/or Mr. Vichian Thumtrakul,
registration No.3183, and/or Mr. Veerachai Rattanajaratkul, registration No.4323, and/or
Mr. Charoen Phusamritlert, registration No.4068 of KPMG Phumchai Audit Co., Ltd., to be
the auditor of the Company for 2010. The Company determined that one of the above
auditors to be the auditor and express the opinion on the financial statement of the
Company. In case any such auditor could not perform work, KPMG should provide other
auditor of KPMG to work on behalf. The audit fees for 2010 were baht 2,120,000, as
follows:
       The annual financial statement audit fees                     900,000 Baht
       The annual consolidated financial statement audit fees        425,000 Baht
       The annual financial statement review fees (3 quarters)       390,000 Baht


       The annual consolidated financial statement review fees       405,000 Baht
       (3 quarters)
                             Total                                 2,120,000 Baht
              There was no shareholder asking anything.
                                                                                           12




        The meeting considered and had resolution that KPMG Phumchai Audit Co., Ltd.
would be the Company’s auditor for 2010 and to fix the 2010 audit fee at a total of Baht
2,120,000 by the majority of votes agreeable votes of 750,576,132, equal to 99.87 per
cent, non-agreeable votes of 0, equal to 0.00 per cent; and abstaining vote of 1,000,000,
equal to 0.13 of the total votes of the shareholders participating in the meeting and eligible
for voting.

       Agenda 8. To Consider other matter (if any)
       No shareholder proposed any matter to the Meeting; the Chairman thanked the
Meeting and delivered to speech to adjourn the meeting.


       The Meeting was adjourned at 16.20 hours.




                       Signature         Pairote Lamsam              Chairman
                                       (Mr. Pairote Lamsam)


                       Signature        Pichai Mooputtarak           Company Secretary
                                      (Mr. Phichai Mooputtarak)

				
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