ข่าวแจ้งตลาดหลักทรัพย์
11 เมษายน 2545
REPORTS ON SHAREHOLDERS RESOLUTIONS
BERLI JUCKER PUBLIC COMPANY LIMITED
REPORTS ON SHAREHOLDERS'RESOLUTIONS
Berli Jucker Public Company Limited would like to report on the resolutions made at the Ordinary General
Meeting of Shareholders No. 10 held on 10 April 2002. The details of the resolutions are as follows:
1. To adopt the Minutes of the Ordinary General Meeting of Shareholders No. 9 held on 27 April 2001.
2. To acknowledge the Company's Annual Report and the Board of Directors' Report on the Company's operations for 2001.
3. To approve the Company's Financial Statements, Balance Sheets and Statements of Income for the
year ended 31 December 2001.
4. To approve the allocation of profit for dividend payment based on 2001's operational results of Baht 1.00
per share.The Company paid the interim dividend of Baht 0.40 per share on 21 September 2001, thus
there remains the last half-year dividend of Baht 0.60 per share that will be paid to the shareholders on
18 April 2002.
5. To approve the election of Directors to replace those who retire by rotation and the appointment of a new
Director.
Directors who retired by rotation and be elected:
1. Dr. Chaiyut Pilun-Owad Director
2. Mrs. Wallapa Traisorat Director
3. Miss Atinant Sirivadhanabhakdi Director
4. Mr. Staporn Kavitanon Director and Chairman of Audit Committee
New appointed Director:
1. Mr. Joti Bhokavanij Director
The Company's Directors are as follows:
1. Mr. Charoen Sirivadhanabhakdi Chairman
2. Khunying Wanna Sirivadhanabhakdi Vice Chairman
3. Mr. Narong Srisa-an Vice Chairman
4. Mr. Ooi Boon Aun Director
5. Dr. Chaiyut Pilun-Owad Director
6. Mr. Sompoth Kosum Director
7. Mr. Sithichai Chaikriangkrai Director
8. Mr. Thapana Sirivadhanabhakdi Director
9. Mrs. Wallapa Traisorat Director
10. Mr. Soammaphat Traisorat Director
11. Miss Atinant Sirivadhanabhakdi Director
12. Mr. Joti Bhokavanij Director
13. Mr. Staporn Kavitanon Director and Chairman of Audit Committee
14. Mr. Weerawong Chittmittrapap Director and Audit Committee Member
15. Mr. Thien Mekanontchai Director and Audit Committee Member
6. To approve the remuneration for Directors and Audit Committee Members as follows:
Directors' Remuneration:
To approve the remuneration for Directors who do not receive monthly salary from the Company at
not exceeding Baht 7,650,000 per year and the Board of Directors have the power to set each Director's
remuneration as they may consider reasonable under the direction of the Company's management for
future years until a Shareholders' Meeting may resolve otherwise.
Audit Committee's Remuneration:
To approve the remuneration of Audit Committee as follows:
Chairman of the Audit Committee at Baht 200,000 and 2 Audit Committee Members at Baht 100,000
each, thus making the total of Baht 400,000.
7. To appoint the following persons as Auditors for 2002:
Miss Wimon Chiamchittrong CPA No. 3365 of PricewaterhouseCoopers ABAS Limited
Mrs. Anothai Leekitwattana CPA No. 3442 of PricewaterhouseCoopers ABAS Limited
Mr. Suchart Luengsuraswat CPA No. 2807 of PricewaterhouseCoopers ABAS Limited
Mrs. Nattaporn Phan-Udom CPA No. 3430 of PricewaterhouseCoopers ABAS Limited
Miss Somsri Dhanyacheevee CPA No. 1905 of PricewaterhouseCoopers ABAS Limited
Audit fee for 2002 is Baht 400,000.00.
8. To approve the amendment of the Articles of Association No. 5, No. 12, No. 13, No. 23 and No. 24
Paragraph 2 as follows:
No. 5 The shares of the Company shall be classified as ordinary shares giving the name of the
shareholder thereof.
The Company may issue the preference shares, convertible preference shares,
debentures, convertible debentures, warrants or any other types of securities according to
the Securities and Exchange Act.
No. 12 The Company can not take its own shares in pledge.
No. 13 The Company shall have a Board of Directors which consists of at least 5 natural persons.
The Board of Directors shall elect a director to be the Chairman, and may elect a Vice
Chairman, Managing Director and any 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 a Chairman to be
appointed. The Board of Directors' Meeting may fix the remuneration i.e. salary, meeting
fee and bonus for the Executive Directors.
No. 23 A meeting of the Board of Directors shall require not less than one half of all the Directors
in order to constitute a quorum. In the event the Chairman is not present or is unable to
discharge his duties, the Vice Chairman, if any, shall serve as a Chairman. If there is no
Vice Chairman or such Vice Chairman is unable to discharge his duties, the Directors
present shall elect one of their members to be Chairman.
No. 24 The Board of Directors shall perform their duties in conformity with the law and carry out
the business of the Company in accordance with the law, the Company's objectives and
the Articles of Association as well as the resolutions of the meetings of shareholders, and
are also authorized to carry on any activities as prescribed in the Memorandum of
Association or those related thereto.
The Board of Directors is entitled to designate the authorized Directors.
Charoen Sirivadhanabhakdi
Chairman
10 April 2002



