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Notice to Shareholders
To: The Board of Directors
and Shareholders of
The Post Publishing
Public Company Limited
.

Notice is hereby given that the 2004 Annual Ordinary General Meeting of the Shareholders of The Post Publishing Public Company Limited shall be held on Friday, 23 April 2004, at 11.00 a.m., in the Conference Room, 8th Floor, Bangkok Post Building, 136 Na Ranong Road, Kwaeng Klong Toey, Khet Klong Toey, Bangkok Metropolis, Thailand, when the following business will be transacted, viz:

1. To consider approval of the Minutes of the 2003 Annual Ordinary General Meeting of the Shareholders of the Company held on Friday, 25 April 2003.

Opinion of the Board: The Board of Directors recommends that the Minutes should be approved.

2. To receive the Report of the Board of Directors and consider the Company’s Balance Sheet as at 31 December 2003 and Statement of Income and Retained Earnings for the year ended on said date, with Auditors’ Report thereon dated 9 February 2004.

Opinion of the Board: The Board of Directors recommends that the audited financial statements for the year ended 31 December 2003 should be approved.

3. To consider payment of dividend for the year ended 31 December 2003.

Opinion of the Board: The Board of Directors recommends a final dividend payment of Baht 1.40 per share, or a total of Baht 70 million, for the period ended 31 December 2003, and a final appropriation of Baht 3,318,919 to the Company’s Statutory Reserve. If approved, (i) the date on which shares will close for registration will be at 12.00 noon on 6 May 2004; and (ii) payment will be made on 20 May 2004. (Note: The Company paid an interim dividend of Baht 0.60 per share on 9 December 2003 and, in respect of 2003 profits, has already appropriated Baht 1,860,365 to Statutory Reserve). Therefore, the Board of Directors recommends approval of a total dividend in respect of 2003 of Baht 2.00 per share, or Baht 100 million, and appropriation to Statutory Reserve of Baht 5,179,284.

4. To elect new directors. (Note: Mr. Chavalit Thanachanan, Mr. Suthikiati Chirathivat, Mr. Suthichai Chirathivat, Mr. Lim Soon Huat and Mr. Johannes Bernardus van der Linden retire by rotation.)

Opinion of the Board: Five directors retiring by rotation are: Mr. Chavalit Thanachanan, Mr. Suthikiati Chirathivat, Mr. Suthichai Chirathivat, Mr. Lim Soon Huat and Mr. Johannes Bernardus van der Linden. The Board of Directors recommends re-election of all retired directors except Mr. Lim Soon Huat, who has not offered himself for re-election.

5. To consider the remuneration of the Board of Directors of the Company for the year 2004.

Opinion of the Board: The Board of Directors recommends the meeting to determine the remuneration of the Board of Directors for the year 2004 in the amount of Baht 9,000,000 and empower the Board of Directors to consider the allocation of such remuneration for each director as they deem fit.

6. To appoint an auditor to audit the Company’s books and accounts for its year ending 31 December 2004 and to fix his or her remuneration.

Opinion of the Board: On the advice of the Audit Committee, the Board of Directors recommends that Mr. Narong Puntawong, Certified Public Accountant (Thailand) No. 3315, and/or Mr. Ruth Chaowanagawi, Certified Public Accountant (Thailand) No. 3247, and/or Mr. Sophon Permsirivallop, Certified Public Accountant (Thailand) No. 3182, of Ernst & Young Office Limited be appointed as the Company’s auditors for the fiscal year 2004, any one being authorised to conduct the audit and express an opinion on the annual financial statements of the Company, at a fee of Baht 876,000, excluding out-of-pocket expenses.

7. To consider amendment of the par value of the Company’s shares from Baht 10 (Baht ten only) per share to Baht 1 (Baht one only) per share.

Opinion of the Board: The Board of Directors recommends that the amendment of the par value of the Company’s shares, from Baht 10 (Baht ten only) per share to Baht 1 (Baht one only) per share, be approved in order to be in line with the policy of The Stock Exchange of Thailand in increasing liquidity and number of shares.

8. To consider amendment of Clause 4 of the Company’s Memorandum of the Association, as follows:

From “Clause 4: Amount of registered capital is Baht 505,000,000 (Baht five hundred and five million) consisting of 50,500,000 shares (fifty million, five hundred thousand shares). Par value of Baht 10 (Baht ten) per share divided into 50,500,000 ordinary shares (fifty million, five hundred thousand shares).
Preferred share___-___share

To “Clause 4: Amount of registered capital is Baht 505,000,000 (Baht five hundred and five million) consisting of 505,000,000 shares (five hundred and five million shares). Par value of Baht 1 (Baht one) per share, divided into 505,000,000 ordinary shares (five hundred and five million shares).
Preferred shares ___-___share

Opinion of the Board: The Board of Directors recommends the amendment of Clause 4 of the Company’s Memorandum of the Association be approved in accordance with the change of the par value of the Company’s shares.

9. To consider adding a new clause on Connected Transactions to the Article of Association, as recently required by SET as follows:

Article 25 “In the case the Company or its subsidiaries enter into a connected transaction according to the definitions regulated by The Stock Exchange of Thailand, the Company has to follow the rules and procedures as regulated on such subjects”

Opinion of the Board: The Board of Directors recommends adding a new clause on Connected Transactions to comply with the rules and regulations of The Stock Exchange of Thailand.

10. To consider any other business that may be properly brought before the meeting.

This notice is issued at Bangkok Metropolis, Thailand, on 15 March 2004.

BY ORDER OF THE BOARD OF DIRECTORS

Mr. Chavalit Thanachanan
Chairman

Mr. Suthikiati Chirathivat
Acting Managing Director

 

 
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