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Report on Shareholders' Meeting Resolution for the year 2008

Ref. 51/009

March 31st, 2008

Subject : Report on Shareholders' Meeting Resolution for the year 2008

To : Director and Manager of The Stock Exchange of Thailand

1. The matter announced by the Chairman.
Accordingly, the shareholders can propose a useful proposal and nominate person to be a director in advance to the Company to be considered to include in the agenda of the AGM meeting. In that time,Shareholders did not propose any proposal and this agenda is not approval agenda. So, the meeting did not vote in this agenda.

2. Certified the Minutes of The Annual General Meeting of shareholders for the year 2007 which was held on Friday, March 30, 2007.
The meeting unanimously approved as follows:

3. Acknowledged and approved the Company's Annual Report and the Board of Directors' Report on the Company's operations for 2007. (one shareholder has just participated in this meeting)
The meeting unanimously approved as follows:

4. Approved the Company's Financial Statements, Balance Sheet and Statement of Income for the year ended 31 December 2007 as duly audited and certified by the Auditor of KPMG Phoomchai Audit Ltd.
The meeting unanimously approved as follows:

5. Approved the retained earnings appropriation and approved payment the dividends for the year 2007 to Shareholders whose names appear on the share registration as of 10 March 2008 at noon, at 0.20 baht per share and special dividend at 0.05 baht per share, totally 0.25 baht per share,for 201,655,100 shares, in amount of 50,413,775 baht and the date of dividend payment would be on 28 April 2008.

And the appropriation 5% of the profit of the year 2007 in total amount 1,520,000 baht as the legalreserve.
The meeting unanimously approved as follows:

6. Approved and elected Dr.Rojanasak Chomvilailuk, Mr.Somchai Sitthichaisrichart and Mr.Lim Hwee Hai whom retired by rotation, to be directors.

And approved the director's remuneration for the year 2008 is not more than 5,000,000 baht with depends on consideration of The Remuneration and Nomination Committee to consider in the detail of remuneration according to criterion.
The meeting unanimously approved as follows:

7. Approved to appointed of Mr.Ekkasit Chuthamsatid, Certified Public Accountant No. 4195 or Mrs.Somboon Supasiripinyo, Certified Public Accountant No.3731 from KPMG Phoomchai Audit Ltd. as the company's auditor for the year 2008.

And approved audit fee for the year 2008 in total amount not exceed 990,000 Baht.
The meeting unanimously approved as follows:

8. Approved to revise the Articles of Association Number 5 on shareholding of foreigner in the Company as "Shareholding of foreigner in the Company shall not exceed 49% from 100% of the total issued and paid-up share capital as follow :

Articles Number 5 The company must have persons with Thai nationality holding the shares not less than 51 percent of the total shares issued out.

The company or juristic partnership having foreigners holding shares or be partnered from 50 percent upwards of the total shares or foundation that having foreigners as directors more than 50 percent of the total directors or having particular objectives for the best interest of the foreigners or mainly for the foreigners or persons or juristic persons are foreigners in accordance with the law or persons or juristic persons of which after the board of directors having considered, is reasonably believed that holding the shares as nominee on behalf of foreigners, shall be deemed that these persons or these juristic persons having foreigner nationality as per the meaning of this rules and regulations.

If it turns out that when the persons without Thai nationality holding the shares or the persons previously with Thai nationality have converted into other nationalities or the law stipulated as foreigners,which caused the company having the shares holders with Thai nationality less than 51 percent as per firstparagraph, the board of directors is authorized to issue an order in writing to these persons to dispose of their shares to the persons with Thai nationality in partly or totally as the case may be, in order to allow the company having the shares holders with the persons with Thai nationality 51 percent, as per duration and conditions set by the board of directors.

The meeting unanimously approved as follows:

9. No other agenda to consideration.

 

Yours faithfully,
SiS Distribution (Thailand) Public Company Limited

..........................................
(Mr.Somchai Sittichaisrichart)
Managing Director

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