24 พฤษภาคม 2553

Reports on verification of the OGM53 counting vote result

24 May 2010 The President The Stock Exchange of Thailand The Stock Exchange of Thailand Building 62 Rachadapisek Road, Klongtoey Bangkok Dear Sir, Re: Reports on the verification of the counting vote result from the Ordinary GeneralMeeting of Shareholders No. 1/2010 With reference to the disclosure of resolutions of the Ordinary General Meeting of Shareholders No. 1/2010 of Berli Jucker Public Company Limited ("the Company"), held on 29 April 2010, which was reported to the Stock Exchange of Thailand on 30 April 2010. On 11 May 2010, the Company received a notice from shareholder questioning on votes counting report. The Board of Directors has agreed to set up a team to re-check the vote counting results in details carefully. In order to have vote counting re-checked transparently, fairly and compliance with good corporate governance principles, representatives from Company's legal advisor and an external auditor of the Company were invited to attended to witness in this rechecked votes counting event, held on 14 May 2010. Upon Investigation, it was resulted that there were no material changes which affect to the resolved resolution in each agenda. The details of re-counting vote results are as follows: Once the meeting convened, there were 167 shareholders attending the meeting in person and by proxy, holding 1,450,591,917 shares or 91.34 percent of total paid-up 1,588,125,000 shares. The meeting passed the resolutions as follows: Agenda 1 That to adopt the Minutes of the Ordinary General Meeting of Shareholders No. 1/2009 held on 28 April 2009 with the following votes: - Approved 1,497,226,154 votes or 99.90 percent of all the votes of the shareholders who attended the meeting and exercised their votes. - Disapproved 310,300 votes or 0.02 percent of all the votes of the shareholders who attended the meeting and exercised their votes. - Abstained 1,178,436 votes or 0.08 percent of all the votes of the shareholders who attended the meeting and exercised their votes. Agenda 2 That to acknowledge the Company's Annual Report and the Board of Directors'Report on the Company's operational results for 2009. Agenda 3 That to approve the Company's Financial Statements, Balance Sheet and Statement of Income for the year ended 31 December 2009 with the following votes: - Approved 1,496,966,885 votes or 99.85 percent of all the votes of the shareholders who attended the meeting and exercised their votes. - Disapproved 310,300 votes or 00.02 percent of all the votes of the shareholders who attended the meeting and exercised their votes. - Abstained 2,005,954 votes or 0.13 percent of all the votes of the shareholders who attended the meeting and exercised their votes. Agenda 4 That to approve the dividend payment based on the Company's operations for 2009 at the rate of Baht 0.33 per share. The Company had paid the interim dividend at Baht 0.12 per share on 11 September 2009; there remains the year-end dividend at Baht 0.21 per share. The Company shall pay dividend on 27 May 2010 to the entitled shareholders whose names appear in the share register book on 14 May 2010 which is the Company's record date, and gather their names by closing the share register book for suspension of the share transfer on 17 May 2010, according to Section 225 of the Securities and Exchange B.E. 2535 (and additional amendment to the Act B.E. 2551). Thus the meeting approved with the following votes: - Approved 1,497,303,264 votes or 99.87 percent of all the votes of the shareholders who attended the meeting and exercised their votes. - Disapproved 312,030 votes or 0.02 percent of all the votes of the shareholders who attended the meeting and exercised their votes. - Abstained 1,682,645 votes or 0.11 percent of all the votes of the shareholders who attended the meeting and exercised their votes. Agenda 5 That to approve the election of Mr. Sithichai Chaikriangkrai, Mr. Prasert Maekwatana, Mr. Thapana Sirivadhanabhakdi, Mr. Aswin Techajareonvikul, and Mr.Weerawong Chittmittrapap, the Directors who retired by rotation as the Company's Directors for another term with the following votes: 5.1 Mr. Sithichai Chaikriangkrai - Approved 1,496,434,544 votes or 99.81 percent of all the votes of the shareholders who attended the meeting and exercised their votes. - Disapproved 310,300 votes or 0.02 percent of all the votes of the shareholders who attended the meeting and exercised their votes. - Abstained 2,554,795 votes or 0.17 percent of all the votes of the shareholders who attended the meeting and exercised their votes. 5.2 Mr. Prasert Maekwatana - Approved 1,497,239,731 votes or 99.86 percent of all the votes of the shareholders who attended the meeting and exercised their votes. - Disapproved 310,300 votes or 0.02 percent of all the votes of the shareholders who attended the meeting and exercised their votes. - Abstained 1,751,608 votes or 0.12 percent of all the votes of the shareholders who attended the meeting and exercised their votes. 5.3 Mr. Thapana Sirivadhanabhakdi - Approved 1,496,420,754 votes or 99.81 percent of all the votes of the shareholders who attended the meeting and exercised their votes. - Disapproved 310,300 votes or 0.02 percent of all the votes of the shareholders who attended the meeting and exercised their votes. - Abstained 2,572,785 votes or 0.17 percent of all the votes of the shareholders who attended the meeting and exercised their votes. 5.4 Mr. Aswin Techajareonvikul - Approved 1,497,239,744 votes or 99.86 percent of all the votes of the shareholders who attended the meeting and exercised their votes. - Disapproved 310,300 votes or 0.02 percent of all the votes of the shareholders who attended the meeting and exercised their votes. - Abstained 1,753,795 votes or 0.12 percent of all the votes of the shareholders who attended the meeting and exercised their votes. 5.5 Mr. Weerawong Chittmittrapap - Approved 1,497,240,744 votes or 99.86 percent of all the votes of the shareholders who attended the meeting and exercised their votes. - Disapproved 310,300 votes or 0.02 percent of all the votes of the shareholders who attended the meeting and exercised their votes. - Abstained 1,752,796 votes or 0.12 percent of all the votes of the shareholders who attended the meeting and exercised their votes. Agenda 6 That to approve the fixing of annual remuneration for Directors at the aggregate of not exceeding Baht 25,000,000 consists of: Monthly remuneration at the total amount not exceeding Baht 15,000,000 per year Annual bonus at the total amount not exceeding Baht 10,000,000 per year and authorized the Nomination and Remuneration Committee and the Chairman to have the right for remunerative allocation to each Director on the basis of duty and responsibility with the following votes: - Approved 1,496,377,113 votes or 99.81 percent of all the votes of the shareholders who attended the meeting and exercised their votes. - Disapproved 310,310 votes or 0.02 percent of all the votes of the shareholders who attended the meeting and exercised their votes. - Abstained 2,616,417 votes or 0.17 percent of all the votes of the shareholders who attended the meeting and exercised their votes. Agenda 7 That to approve the appointment of Mr. Nirand Lilamethwat, CPA Registration No.2316 or Miss Nittaya Chetchotiros, CPA Registration No. 4439 or Miss Orawan Sirirattanawong, CPA Registration No. 3757, of KPMG Phoomchai Audit Limited as the Company's Auditors for 2010 by any one of those is empowered to conduct an audit and express an opinion on the Company's annual financial statements with the annual audit fee of Baht 1,000,000 and quarterly review fee of Baht 1,875,000 totaling Baht 2,875,000 with the following votes: - Approved 1,496,483,553 votes or 99.81 percent of all the votes of the shareholders who attended the meeting and exercised their votes. - Disapproved 310,300 votes or 0.02 percent of all the votes of the shareholders who attended the meeting and exercised their votes. - Abstained 2,509,987 votes or 0.17 percent of all the votes of the shareholders who attended the meeting and exercised their votes. Please be informed accordingly. Yours faithfully, Berli Jucker Public Company Limited Thirasakdi Nathikanchanalab Director