25 February 2010
The Stock Exchange of Thailand
Subject: Resolutions of the Board of Directors' Meeting No. 2/2010
The Board of Directors' Meeting No. 2/2010 of Indorama Ventures Public Company
Limited dated 25 February 2010 has passed the significant resolutions as
1. To approve the audited financial statements of the Company and
consolidated financial statements for the year ended 31st December 2009.
2. To approve the appropriation of the annual profit for the year 2009 as
- To legal reserve in the amount of Baht 58,650,000
- For dividend payment at the rate of Baht 0.33 per share amounting
to Baht 1,430,309,445.
The name of shareholders who have right to receive dividend shall be recorded
on 10 May 2010. Also 11 May 2010 shall be the book closing date on which the
shareholder list as specified in section 225 of the Securities and Exchange
Act shall be complied. The dividend payment shall be made on 25 May 2010.
3. To approve and recommend to shareholders' meeting to re-elect Mr. Aloke
Lohia, Mr. Amit Lohia and Mr. Chakramon Phasukavanich to serve as directors
for another term.
4. To approve and recommend to shareholders' meeting the appointment of
four new directors, namely, Mr. Dilip Kumar Agarwal, Mr. Maris Samaram, Dr.
Siri Ganjarerndee and Mr. Kenneth See.
To fix the number of directors from 8 members to 12 members and
changing the authorized signatories of the Company as follows:
The authorized signatories' directors who will be authorized to sign on
behalf of the Company are as follows:
"Any two of Mr. Aloke Lohia, Mrs. Suchitra Lohia, Mr. Sashi Prakash
Khaitan and Mr Dilip Kumar Agarwal jointly sign with the Company's seal
5. To approve and recommend to shareholders' meeting the remuneration of
independent Directors and non-executive directors for the year 2010 as
not exceeding Baht 7,500,000
6. To approve and recommend to shareholders' meeting for the appointment
of Mr. Vichien Thamtrakul CPA. No. 3183 or Mr. Veerachai Ratanajaratkul, CPA.
No. 4323 or Mr. Charoen Phosamritlert, CPA. No. 4068 of KPMG Phoomchai Audit
Limited as the Company's auditors for the year 2010 and to fix the audit fee
for the year 2010 as not exceeding Baht 5,200,000.
7. To approve the convening of the Annual General Meeting of Shareholders No.
1/2010 on Tuesday 27 April, 2010, at 10.00 am. at Ballroom, Four Season
Hotel, No. 155 Rajadamri Road, Bangkok 10330, to consider the following the
1. To consider and approve the Minutes of the Extraordinary General
Meeting of Shareholders No. 2/2009 dated 28 September 2009
2. To acknowledge the 2009 Performance Report (MD&A)
3. To consider and approve the Balance Sheet and Profit and Loss
Accounts for the year 2009 ended 31 December 2009
4. To consider and approve the appropriation to legal reserve and
dividend payment for the performance 2009
5. To consider and approve re-election directors who retire by
6. To consider and approve the appointment of new directors of the
Company, fixing of the total number of directors of the Board
and changing of the authorized signatories of the Company.
7. To consider and approve the remuneration of Independent
Directors and non-executive directors for the year 2010
8. To consider and appoint the auditors and fix the audit fee for
the year 2010
9. Any other businesses (if any)
8. To approve the determining the names of shareholders who have right
to attend the Annual General Meeting of Shareholders No. 1/2010 shall be
recorded on 22 March 2010. Also 23 March 2010 shall be the book closing date
on which the shareholder list as specified in section 225 of the Securities
and Exchange Act shall be complied.
(Mr. Souvik Roy Chowdhury)