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