News

At. ACC/HO 007/08

12th February 2008

Subject: Report of the resolution of the Board of Directors'Meeting No.2/2551

To: President The Stock Exchange of Thailand

The Board of Directors' Meeting No. 2/2551 of Home Product Center Public Company Limited which was held on 12nd February 2008 from 9.30 a.m. to 12.30 p.m. at the Meeting Room, 38th Floor,Q House Lumpini Building, adopted a resolution to approve and to propose to the Shareholders Meeting the following material agenda:

1) That the Report on the 2007 Company's Operation results, be approved to propose to the Shareholders Meeting for acknowledgement.

2) That the Balance Sheet, Profit and Loss Statements, and the Auditor's Report for the year end as of December 31, 2007, be approved to propose to the Shareholders' Meeting for approval.

3) That the allocation of the net profit for legal reserve of Baht 35.3 Million and of the annual dividend payment of 2007 to shareholders, at the rate of Baht 0.18 per share, for which the closure of shareholders' register book for the dividend entitlement is designated to be on 23rd April 2008 from 12.00p.m. and the dividend will be paid on 8th May 2008, be approved to propose to the Shareholders Meeting for approval.

4) That the Board of Directors considered and approved the proposal of the Nomination and Remuneration Committee for the re-appointment of the following 4 directors who would be retired by rotation to be director for another term, be approved to propose the Shareholders' Meeting for approval:

1. Mr. Anant Asavabhokin	Chairman
2. Mr. Pong Sarasin	Director
3. Mr. Khunawut Thumpomkul	Director
4. Mr. Apichat Natasilapa	Director

5) That the Board of Directors considered and approved the proposal of the Nomination and Remuneration Committee for the remuneration of directors for the year 2008 of not exceeding Baht 10,000,000 (Ten Million Baht) per year, be approved to propose to the Shareholders Meeting for approval.

6) That the Board of Directors considered and approved the proposal of the Nomination and Remuneration Committee for the payment of pension for directors and audit committee for the year 2007 for 3,500,000 Baht (Three Million and Five Hundred Thousand Baht), be approved to propose to the Shareholders' Meeting for approval.

7) That the Board of Directors considered and approved the proposal of the Audit Committee for the appointment of the following named auditors from the office of Ernst & Young Office Limited as the Company's auditors for the accounting year of 2008, be approved to propose to the Shareholders' Meeting for approval:

1. Mr. Sophon Permsirivallop	CPA No.3182 and/or
2. Miss Rungnapa Lertsuwankul	CPA No.3516 and/or
3. Miss Sumalee Reewarabandith	CPA No.3970 and/or
4. Miss Vissuta Jariyathanakorn	CPA No.3853 and/or
5. Mrs.Nonglak Pumnoi	CPA No.4172

The detail's of the auditing fee for year 2008 is as follows:

Auditing Fee	Year 2007	Year 2008
Yearly auditing fee of the financial statements of the Company and subsidiaries	Baht 1,380,000	Baht 1,530,000
Quarterly reviewing fee of financial statements of the Company and subsidiaries for the whole year	Baht 870,000	Baht 870,000
Total amount to request for approval	Baht 2,250,000	Baht 2,400,000

In the event the above auditors are unable to perform their duties, Ernst & Young Office Limited is entitled to assign other auditors of its company to perform the duties in place of them.

8) That, by the resolution of the Board of Directors in the meeting No.9/2550 held on 20th September 2007, the cancellation of the allocation of shares remaining from the exercising of the warrants to buy ordinary shares of the employees (ESOP-W1) in the amount of 2,078,714 shares,be approved to propose to the Shareholders Meeting to consider approval to cancel such allocation due to the expiration of warrants on 17th September 2007 and no offer to private placement was made.

9) That the decrease of the Company's registered capital by way of eliminating the 2,078,714 shares of Baht 1 par value which were registered to support the exercising of the warrants to buy ordinary shares of the employees and that the following amendment to Clause 4 of the Memorandum of Association to be consistent with the decrease of the registered capital, be approved to propose to the Shareholders Meeting for approval:

"Clause 4	" Registered capital (Baht):	1,986,468,146	(One billion, nine hundred eighty six million ,four hundred and sixty eight thousand,one hundred and forty six Baht)
	Divided into (shares):	1,986,468,146	(One billion, nine hundred and eighty six million ,four hundred and sixty eight thousand,one hundred and forty six shares)
	Par value of (Baht):	1	(One Baht)

which is classified into

	Ordinary shares (shares):	1,986,468,146	(One billion, nine hundred and eighty six million ,four hundred and sixty eight thousand,one hundred and forty six shares)
	Preference shares (shares):	-	( - )"

10) That the Board of Director considered and approved to change the dividend payment policy as follows:

From not exceeding 50% of net profit after tax
To not less than 40% of net profit after tax of Company' Separate Financial statement

Provided that the dividend payment policy will take in to account of various factors such as company's operation and financial results, its liquidity, business expansion plan and other related factors.

11) That the designation of the date to hold the Annual General Meeting of Shareholders for the year 2008 held on 9th April 2008, at 10.30 a.m., at Satorn room 1, No.1 Q-House Lumpini Building, 4th Floor, South Satorn Road, Tungmahamek Sub District, Satorn District, Bangkok, to consider the following agendas, be approved:

Agenda 1	To certify the minutes of the Annual General Meeting of Shareholders of the year 2007.
Agenda 2	To consider and acknowledge the Report on the 2007 Company's Operation results.
Agenda 3	To consider and approve the Balance Sheet and Profit and Loss Statements,including the Auditor's Report of the year end as of 31st December 2007 To consider and approve the dividend payment and the allocation of
Agenda 4	To consider and approve the dividendpayment and allocation of profit for legal reserve for the year 2007
Agenda 5	To consider and approve the re-appointment of the directors who are retired by rotation.
Agenda 6	To consider and approve the remuneration of directors for the year 2008
Agenda 7	To consider and approve the directors' pension for the year 2007
Agenda 8	To consider and approve the appointment of auditors and auditing fee for the year 2008
Agenda 9	To consider and approve the cancellation of the allocation of the shares remaining from the exercising of the warrants to buy ordinary shares of the employees (ESOP-W1)
Agenda 10	To consider and approve the decrease of the Company's registered capital by way of eliminating the 2,078,714 shares of Baht 1 par value registered for exercising of the warrants to buy ordinary shares of the employees and the amendment to Clause 4 of the Memorandum of Association to be consistent with the decrease of the registered capital
Agenda 11	Any other businesses (If any)

It's also proposed that the share register book be closed from 19 March 2008 at 12.00 hrs. until the adjournment of the Shareholders Meeting as to determine the shareholders entitlement to attend the Annual Shareholders General Meeting for the year 2008. The concerning timetable are as follows:

Schedules to be proposed to the General Meeting of Shareholders	Date
The closure of shareholders register book for entitlement to attend the Meeting	19th March 2008
The Shareholders General Meeting	9th April 2008
The closure of shareholders register book for the dividend entitlement	23rd April 2008
Dividend Payment	8th May 2008

 

Yours faithfully,

 

(Mr. Khunawut Thumpomkul)
Managing Director

Attachments

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