SET Announcements

Dividend consideration Subject : Cash dividend payment Date of Board resolution : 28-Feb-2012 Type of dividend payment : Cash dividend payment Record date for the right to receive : 14-Mar-2012 dividends Book closing date for collecting : 15-Mar-2012 shareholders names under Section 225 of the Securities and Exchange Act Ex-dividend date : 12-Mar-2012 Payment for : Common shareholders Cash dividend payment (baht per share) : 0.08 Par value (baht) : 1.00 Payment date : 23-May-2012 Paid from : Operating period from 01-Jan-2011 to 31-Dec-2011 Remark : (Translation) No.ERW 006/Kor Mor 005/2012 28th February 2012 Re: The 2012 Annual General Meeting of Shareholders and dividend payment To: President, The Stock Exchange of Thailand ERW Board of Directors' meeting no.2/2012 held on February 28, 2012 has resolved as follows: 1. ERW will hold the 2012 Annual General Meeting of Shareholder ("AGM") on Tuesday April 24, 2012 at 14.00 hours at Lotus room, Queen Sirikit National Convention Center, 60 New Ratchadaphisek Road, Klongtoey, Bangkok 10110 2. ERW will entitle rightful shareholders who may both attend the 2012 AGM and receive the 2011 annual dividend on March 14, 2012 ("Record Date"). ERW will aggregate rightful shareholders list under Section 225, Securities and Stock Exchange Act. B.E.2535 (Amended B.E.2551) from the closed share registration book on Thursday March 15, 2012. The dividend will be payable on May 23, 2012 3. ERW has set 10 agendas for 2012 AGM as follows; Agenda 1: To acknowledge the 2011 AGM minutes Board of Directors' Opinion: The shareholders should acknowledge the minutes of the 2011 AGM held on Tuesday April 26, 2011 which was posted on the Company's website since May 10, 2011. There has been no opposition to such minutes. Agenda 2: To acknowledge the company's 2011 operating results Board of Directors' Opinion: The Shareholders should acknowledge the company's 2011 operating results. Agenda 3: To approve the Company's Audited Statements of Financial Position, Statements of Comprehensive Income, Statements of Cash Flow and Consolidated Financial Statements for the year ended December 31, 2011. Board of Directors' Opinion: The shareholders should approve the Audited Statements of Financial Position, Statements of Comprehensive Income, Statements of Cash Flow and Consolidated Financial Statements for the year ended December 31, 2011. Agenda 4: To approve 2011 net profit allocation -To approve the company's 2011 net profit as legal reserve Section 116 of the Public Companies Act B.E.2535 requires that a public company shall allocate not less than 5% of its annual net profit, less any accumulated losses brought forward, to a reserve account ("legal reserve"), until this account reaches an amount not less than 10% of the registered authorized capital. The legal reserve is not available for dividend distribution. And Clause 54 of the ERW's Articles of Association states that the company shall allocate no less than five (5) percent of its annual net profit less accumulated losses brought forward (if any) to a reserve fund until the reserve fund amounts to no less than ten (10) percent of the registered capital. By Separate Financial Statement, the company recorded a net profit of Baht 709 million for the fiscal year 2011 and hence it is proposed that 5 percent of net profit amounted to Baht 35.5 million be set aside as legal reserve. - To approve the 2011 dividend payment. ERW had a policy to pay 35 percent of its net profit as reported in the Consolidated Financial Statements following deductions of all kinds of reserve as specified by law and the Company as dividend. By Consolidated Financial Statement, ERW reported consolidated net profit of Baht 491 million for the fiscal year 2011 and it is proposed that ERW pay 2011 dividend of Baht 0.08 per share representing 36.6 percent of consolidated net profit with amount totaled to Baht 180 million. Board of Directors' Opinion: The shareholders should approve an allocation of five (5) percent of the company's 2011 net profit as legal reserve, which amounted to Baht 35.5 million and 2011 dividend payment of Baht 0.08 per share. ERW will entitle rightful shareholders who may receive the dividend on March 14, 2012 (Record Date). The dividend will be payable on May 23, 2012 after obtaining approval from the 2012 AGM. Agenda 5: To acknowledge the 2011 Audit Committee's report Board of Directors' Opinion: The shareholders should acknowledge the 2011 Audit Committee's report. Agenda 6: To appoint the auditors and approve the auditing fee for the year 2012 Board of Directors' Opinion: The shareholders shall approve the appointment of the following KPMG auditors as the company's auditor for the accounting year as ended December 31, 2012 1) Miss Vannaporn Jongperadechanon, CPA No. 4098 and /or 2) Mr. Charoen Phosamritlert, CPA No. 4068 and/or 3) Mr. Vichien Thamtrakul, CPA No. 3183 and fix the audit fee at Baht 2,365,000.00 (excluding transportation out of Bangkok and relevant miscellaneous expenses). The audit fee will be Baht 65,000 or 2.83 percent higher than the previous year. The proposal is appropriately recommended by Audit Committee and has been endorsed by the Board of Directors. Agenda 7: To appoint directors to replace those retiring by rotation There are 4 retired directors by rotation in 2012 AGM as follows; 1) Mr. Prakit Pradipasen Independent Director 2) Mr. Sansern Wongcha-um Independent Director 3) Mr. Dej Bulsuk Independent Director 4) Assoc.Prof. Manop Bongsadadt Independent Director The Company will have 13 directors as follows; 1) Mr. Prakit Pradipasen Chairman of the Board and Independent Director 2) Mr. Sansern Wongcha-um Chairman of the Audit Committee and Independent Director 3) Assoc. Prof. Manop Bongsadadt Independent Director and Member of Audit Committee 4) Mr. Dej Bulsuk Independent Director and Member of Audit Committee 5) Mr. Banyong Pongpanich Independent Director 6) Mr. Ekasith Jotikasthira Independent Director 7) Mr. Vitoon Vongkusolkit Director 8) Mrs. Panida Thepkanjana Director 9) Mr. Chanin Vongkusolkit Director 10) Mr. Supol Wattanavekin Director 11) Mr. Gavin Vongkusolkit Director 12) Mr. Kasama Punyagupta Director and Chief Executive Officer 13) Mrs. Kamonwan Wipulakorn Director and President Board of Directors' Opinion: The shareholders should approve the appointment of 4 independent directors retiring by rotation, to be the directors for another term. The Nominating and Corporate Governance Committee evaluated these directors based on their performances during the past year and specific qualifications of those retiring on rotation for the best interest of the company. They are also qualified as independent directors according to the Stock Exchange of Thailand and ERW's definition of Independent Director. Nevertheless, the directors who have conflict of interest did not vote for this resolution. Agenda 8: To approve the directors' remuneration for the year 2012. To approve the directors' remuneration for the year 2012 of not more than Baht 5,899,500 and the payment of the 2011 other remuneration (bonus) of not more than Baht 2,000,000. Details are as follows: Board of Directors, Retainer Fees 2012 2011 1) Retainer Fee: Baht 3,990,000 in total per year - Chairman Baht 32,500/month Baht 25,000/month - 12 Directors each Baht 25,000/month Baht 20,000/month 2) Other remuneration (bonus), for directors in 2011 - Chairman Baht 200,000 - - 12 Directors each Baht 150,000 - Remunerations of members of the committee (Only attending directors shall be paid) 1) Audit Committee - Chairman Baht 32,500/meeting Baht 25,000/meeting - 2 Members each Baht 25,000/meeting Baht 20,000/meeting 2) The Investment Committee - Chairman Baht 26,000/meeting Baht 20,000/meeting - 4 Members each Baht 18,750/Meeting Baht 15,000/meeting - 2 Executive Director Members -0- -0- 3) The Nominating and Corporate Governance Committee - Chairman Baht 19,500/Meeting Baht 15,000/Meeting - 3 Members each Baht 14,000/Meeting Baht 11,250/Meeting 4) The Management Development and Compensation Committee - Chairman Baht 19,500/Meeting Baht 15,000/Meeting - 3 Members each Baht 14,000/Meeting Baht 11,250/Meeting Board of Directors' Opinion: The shareholders should approve the directors' remuneration for the year 2012 of not more than Baht 5,899,500 and the payment of the 2011 remuneration fee (Bonus) of not more than Baht 2,000,000. The proposal is appropriately recommended by The Nominating and Corporate Governance Committee and has been endorsed by the Board of Directors. Agenda 9: To approve the allocation of the issuance of ordinary shares as the Employee Stock Option Plan No.3 (ESOP#3) to employee who receives more than 5 percent of the total ordinary shares offered under the ESOP#3. Board of Directors' Opinion: The shareholders should approve the allocation of the issuance of ordinary shares as the Employee Stock Option Plan No.3 (ESOP#3) to employee who receives more than 5 percent of the total ordinary shares offered under the ESOP#3. The ESOP#3 was approved by the 2011 AGM on April 26, 2011 in order to encourage the employee to perform to achieve the Company's strategic plan set forth in the 5-yr master plan for the period of 2011-2015 for the best interest of the company and shareholders. Agenda 10: Others (If any) Shareholders have not proposed agendas for the 2012 AGM in advance. ERW will disclose the 2012 AGM itinerary and the agenda online at www.theerawan.com prior to the meeting. For inquiries, please do not hesitate to contact us at +66 (0) 2257-4588 Sincerely yours, Ms. Kanokwan Thongsiwarugs Company Secretary ______________________________________________________________________ Meeting schedule of securities holders Subject : Schedule of Annual General Meeting of Shareholders Date of Board resolution : 28-Feb-2012 Meeting date : 24-Apr-2012 Beginning time of meeting (h:mm) : 14 : 16 Record date for the right to attend the : 14-Mar-2012 meeting Book closing date for collecting holders : 15-Mar-2012 names under Section 225 of the Securities and Exchange Act Ex-meeting date : 12-Mar-2012 Significant agenda item : - Dividend payment Venue of the meeting : Lotus Room, Queen Sirikit National Convention Center, 60 New Ratchadaphisek Road, Klongtoey, Bangkok 10110 Remark : (Translation) No.ERW 006/Kor Mor 005/2012 28th February 2012 Re: The 2012 Annual General Meeting of Shareholders and dividend payment To: President, The Stock Exchange of Thailand ERW Board of Directors' meeting no.2/2012 held on February 28, 2012 has resolved as follows: 1. ERW will hold the 2012 Annual General Meeting of Shareholder ("AGM") on Tuesday April 24, 2012 at 14.00 hours at Lotus room, Queen Sirikit National Convention Center, 60 New Ratchadaphisek Road, Klongtoey, Bangkok 10110 2. ERW will entitle rightful shareholders who may both attend the 2012 AGM and receive the 2011 annual dividend on March 14, 2012 ("Record Date"). ERW will aggregate rightful shareholders list under Section 225, Securities and Stock Exchange Act. B.E.2535 (Amended B.E.2551) from the closed share registration book on Thursday March 15, 2012. The dividend will be payable on May 23, 2012 3. ERW has set 10 agendas for 2012 AGM as follows; Agenda 1: To acknowledge the 2011 AGM minutes Board of Directors' Opinion: The shareholders should acknowledge the minutes of the 2011 AGM held on Tuesday April 26, 2011 which was posted on the Company's website since May 10, 2011. There has been no opposition to such minutes. Agenda 2: To acknowledge the company's 2011 operating results Board of Directors' Opinion: The Shareholders should acknowledge the company's 2011 operating results. Agenda 3: To approve the Company's Audited Statements of Financial Position, Statements of Comprehensive Income, Statements of Cash Flow and Consolidated Financial Statements for the year ended December 31, 2011. Board of Directors' Opinion: The shareholders should approve the Audited Statements of Financial Position, Statements of Comprehensive Income, Statements of Cash Flow and Consolidated Financial Statements for the year ended December 31, 2011. Agenda 4: To approve 2011 net profit allocation -To approve the company's 2011 net profit as legal reserve Section 116 of the Public Companies Act B.E.2535 requires that a public company shall allocate not less than 5% of its annual net profit, less any accumulated losses brought forward, to a reserve account ("legal reserve"), until this account reaches an amount not less than 10% of the registered authorized capital. The legal reserve is not available for dividend distribution. And Clause 54 of the ERW's Articles of Association states that the company shall allocate no less than five (5) percent of its annual net profit less accumulated losses brought forward (if any) to a reserve fund until the reserve fund amounts to no less than ten (10) percent of the registered capital. By Separate Financial Statement, the company recorded a net profit of Baht 709 million for the fiscal year 2011 and hence it is proposed that 5 percent of net profit amounted to Baht 35.5 million be set aside as legal reserve. - To approve the 2011 dividend payment. ERW had a policy to pay 35 percent of its net profit as reported in the Consolidated Financial Statements following deductions of all kinds of reserve as specified by law and the Company as dividend. By Consolidated Financial Statement, ERW reported consolidated net profit of Baht 491 million for the fiscal year 2011 and it is proposed that ERW pay 2011 dividend of Baht 0.08 per share representing 36.6 percent of consolidated net profit with amount totaled to Baht 180 million. Board of Directors' Opinion: The shareholders should approve an allocation of five (5) percent of the company's 2011 net profit as legal reserve, which amounted to Baht 35.5 million and 2011 dividend payment of Baht 0.08 per share. ERW will entitle rightful shareholders who may receive the dividend on March 14, 2012 (Record Date). The dividend will be payable on May 23, 2012 after obtaining approval from the 2012 AGM. Agenda 5: To acknowledge the 2011 Audit Committee's report Board of Directors' Opinion: The shareholders should acknowledge the 2011 Audit Committee's report. Agenda 6: To appoint the auditors and approve the auditing fee for the year 2012 Board of Directors' Opinion: The shareholders shall approve the appointment of the following KPMG auditors as the company's auditor for the accounting year as ended December 31, 2012 1) Miss Vannaporn Jongperadechanon, CPA No. 4098 and /or 2) Mr. Charoen Phosamritlert, CPA No. 4068 and/or 3) Mr. Vichien Thamtrakul, CPA No. 3183 and fix the audit fee at Baht 2,365,000.00 (excluding transportation out of Bangkok and relevant miscellaneous expenses). The audit fee will be Baht 65,000 or 2.83 percent higher than the previous year. The proposal is appropriately recommended by Audit Committee and has been endorsed by the Board of Directors. Agenda 7: To appoint directors to replace those retiring by rotation There are 4 retired directors by rotation in 2012 AGM as follows; 1) Mr. Prakit Pradipasen Independent Director 2) Mr. Sansern Wongcha-um Independent Director 3) Mr. Dej Bulsuk Independent Director 4) Assoc.Prof. Manop Bongsadadt Independent Director The Company will have 13 directors as follows; 1) Mr. Prakit Pradipasen Chairman of the Board and Independent Director 2) Mr. Sansern Wongcha-um Chairman of the Audit Committee and Independent Director 3) Assoc. Prof. Manop Bongsadadt Independent Director and Member of Audit Committee 4) Mr. Dej Bulsuk Independent Director and Member of Audit Committee 5) Mr. Banyong Pongpanich Independent Director 6) Mr. Ekasith Jotikasthira Independent Director 7) Mr. Vitoon Vongkusolkit Director 8) Mrs. Panida Thepkanjana Director 9) Mr. Chanin Vongkusolkit Director 10) Mr. Supol Wattanavekin Director 11) Mr. Gavin Vongkusolkit Director 12) Mr. Kasama Punyagupta Director and Chief Executive Officer 13) Mrs. Kamonwan Wipulakorn Director and President Board of Directors' Opinion: The shareholders should approve the appointment of 4 independent directors retiring by rotation, to be the directors for another term. The Nominating and Corporate Governance Committee evaluated these directors based on their performances during the past year and specific qualifications of those retiring on rotation for the best interest of the company. They are also qualified as independent directors according to the Stock Exchange of Thailand and ERW's definition of Independent Director. Nevertheless, the directors who have conflict of interest did not vote for this resolution. Agenda 8: To approve the directors' remuneration for the year 2012. To approve the directors' remuneration for the year 2012 of not more than Baht 5,899,500 and the payment of the 2011 other remuneration (bonus) of not more than Baht 2,000,000. Details are as follows: Board of Directors, Retainer Fees 2012 2011 1) Retainer Fee: Baht 3,990,000 in total per year - Chairman Baht 32,500/month Baht 25,000/month - 12 Directors each Baht 25,000/month Baht 20,000/month 2) Other remuneration (bonus), for directors in 2011 - Chairman Baht 200,000 - - 12 Directors each Baht 150,000 - Remunerations of members of the committee (Only attending directors shall be paid) 1) Audit Committee - Chairman Baht 32,500/meeting Baht 25,000/meeting - 2 Members each Baht 25,000/meeting Baht 20,000/meeting 2) The Investment Committee - Chairman Baht 26,000/meeting Baht 20,000/meeting - 4 Members each Baht 18,750/Meeting Baht 15,000/meeting - 2 Executive Director Members -0- -0- 3) The Nominating and Corporate Governance Committee - Chairman Baht 19,500/Meeting Baht 15,000/Meeting - 3 Members each Baht 14,000/Meeting Baht 11,250/Meeting 4) The Management Development and Compensation Committee - Chairman Baht 19,500/Meeting Baht 15,000/Meeting - 3 Members each Baht 14,000/Meeting Baht 11,250/Meeting Board of Directors' Opinion: The shareholders should approve the directors' remuneration for the year 2012 of not more than Baht 5,899,500 and the payment of the 2011 remuneration fee (Bonus) of not more than Baht 2,000,000. The proposal is appropriately recommended by The Nominating and Corporate Governance Committee and has been endorsed by the Board of Directors. Agenda 9: To approve the allocation of the issuance of ordinary shares as the Employee Stock Option Plan No.3 (ESOP#3) to employee who receives more than 5 percent of the total ordinary shares offered under the ESOP#3. Board of Directors' Opinion: The shareholders should approve the allocation of the issuance of ordinary shares as the Employee Stock Option Plan No.3 (ESOP#3) to employee who receives more than 5 percent of the total ordinary shares offered under the ESOP#3. The ESOP#3 was approved by the 2011 AGM on April 26, 2011 in order to encourage the employee to perform to achieve the Company's strategic plan set forth in the 5-yr master plan for the period of 2011-2015 for the best interest of the company and shareholders. Agenda 10: Others (If any) Shareholders have not proposed agendas for the 2012 AGM in advance. ERW will disclose the 2012 AGM itinerary and the agenda online at www.theerawan.com prior to the meeting. For inquiries, please do not hesitate to contact us at +66 (0) 2257-4588 Sincerely yours, Ms. Kanokwan Thongsiwarugs Company Secretary ______________________________________________________________________ This announcement was prepared and disseminated by listed company or issuer through the electronic system which is provided for the purpose of dissemination of the information and related documents of listed company or issuer to the Stock Exchange of Thailand only. The Stock Exchange of Thailand has no responsibility for the correctness and completeness of any statements, figures, reports or opinions contained in this announcement, and has no liability for any losses and damages in any cases. In case you have any inquiries or clarification regarding this announcement, please directly contact listed company or issuer who made this announcement.