Subject: Dividend Payment, Change in Par value, and Agenda for the Annual General Meeting of Shareholders of 2010

The President The Stock Exchange of Thailand

At 09.40 hrs on February 17th, 2010, GFPT Public Company Limited (“GFPT”) held the Board of Directors meeting no.2/2010 and wishes to inform the SET certain resolutions adopted by the Board of Directors as follows:

1. 1. To approve the annual financial statements of 2009 ended on December 31, 2009 as audited by the Certified Public Accountant and considered by the Audit Committee for approval by the Annual General Meeting of Shareholders.
2. 2. To propose to the Annual General Meeting of Shareholders to approve a dividend payment from the Company’s performance in 2009 at 2.50 Baht per share or a total of 313,455,250.00 Baht from the earning of the BOI portion which were exempted from corporate income tax in its entirety. Thus, the payment of dividend will not be subject to any withholding tax. The book closing date to determine the right to receive dividends will be on April 8, 2010 and to schedule the shareholder registered book closing on April 9, 2010 to comply with the list of shareholders according to Section 225 of the Securities and Exchange Act B.E. 2535. The payment of dividend will be made on May 6, 2010. In addition, the Company also approved legal reserve for 2009 in the amount of 3,901,615.68 Baht. The annual dividend payment and the legal reserve for 2009 shall be proposed to the Annual General Meeting of Shareholders of 2010 for further approval.
3. 3. To propose to the Annual General Meeting of Shareholders to approve the change in par value from 10.00 Baht (Ten Baht) per share to 1.00 Baht (One Baht) per share. The registered share capital of the Company remains the same at 1,400,000,000 Baht (One Thousand Four Hundred Million Baht). The number of ordinary shares of the Company will be increased from 140,000,000 shares (One Hundred Forty Million Shares) to 1,400,000,000 shares (One Thousand Four Hundred Shares). The change in the par value of the shares to 1.00 Baht (One Baht) per share should take legal effect within May 2010.
4. 4. To propose to the Annual General Meeting of Shareholders to approve the amendment of Clause 4 of the Company’s memorandum of association to be consistent with the change in par value from 10.00 Baht (Ten Baht) per share to 1.00 Baht (One Baht) per share.
5. 5. To propose to the Annual General Meeting of Shareholders to approve the re-election of retiring directors by rotation in 2010 as follows:
   
   1. 1. Mr. Prasit Sirimongkolkasem Chairman of the Board of Directors
   2. 2. Mr. Virach Sirimongkolkasem Vice Chairman and Managing Director
   3. 3. MD. Sathit Karanes Chairman of the Audit Committee and Independent Director
      As of 2009, the Company had 3 independent directors from a total of 9 directors constituting 1/3 of the Company’s Board of Directors in compliance with the Securities and Exchange Commission Circulated Memorandum Kor Lor Tor Kor (Vor) 30/2552 regarding the number of Independent Directors.
6. 6. To propose to the Annual General Meeting of Shareholders to approve the Directors’ remuneration for the year 2010 to be the same as approved at the Annual General Meeting of Shareholders in 2009 as follows:
   Monthly Remuneration

   Chairman of the Board of Directors	40,000 Baht/Month
   Chairman of Audit Comm. & Ind. Director	40,000 Baht/Month
   Director of Audit Comm. & Ind. Director	35,000 Baht/Month
   Executive Director or Director	35,000 Baht/Month

   
   Annual Bonus
   One month remuneration per year Remark: Directors who are the Company’s employees will receive monthly remuneration and annual bonus plus other remuneration as an employee of the Company.
   
   Other Bonus
   -None-
   
   
7. 7. To propose to the Annual General Meeting of Shareholders to approve the appointment of auditors namely (1) Mr. Ampol Chamnongwat, CPA No. 4663 or (2) Mr. Naris Saowalagsakul, CPA No. 5369 or (3) Ms. Wanlaya Puttasatien, CPA No. 4387 from S.K. Accountant Services Co., Ltd. to be the auditors of the Company and its 5 subsidiaries for the year 2010 and the auditors’ fee for the year 2010 in the amount of 2,305,700 Baht (excluding VAT, preparation of English version, and other travelling expenses for auditing services outside Bangkok) which is the same rate as 2009.
8. 8. To call and hold the 2010 Annual General Meeting of Shareholders on Thursday April 29, 2010 at 9.30 a.m. at the Company’s Conference Room, M Floor, GFPT Tower, 312 Rama II Road, Bangmod, Jomthong, Bangkok 10150, in order to consider the following agendas:
   

   Agenda 1	To consider and approve the Minutes of the 2009 Annual General Meeting of Shareholders held on April 29, 2009
   Agenda 2	To acknowledge the Board of Directors’ report of 2009 operations
   Agenda 3	To consider and approve the Balance Sheet and the Statement of Income for the year ended December 31, 2009
   Agenda 4	To consider and approve the annual dividend payment of 2009 and the appropriation of the profit for legal reserve
   Agenda 5	To consider and approve the election of directors in replacement of those retiring by rotation for the year 2010
   Agenda 6	To consider and approve the Directors’ remuneration for the year 2010
   Agenda 7	To consider and approve the appointment of auditors and their fees for the year 2010
   Agenda 8	To consider and approve the change in par value from 10.00 Baht (Ten Baht) per share to 1.00 Baht (One Baht) per share
   Agenda 9	To consider and approve the amendment of Clause 4 of the Company’s memorandum of association to be consistent with the change in par value from 10.00 Baht (Ten Baht) per share to 1.00 Baht (One Baht) per share
   Agenda 10	Other Businesses (if any)

9. 9. To schedule the Record Date on which shareholders have the right (1) to attend the 2010 Annual General Meeting of Shareholders and (2) to receive dividend payment on April 8, 2010 and to schedule the shareholder registered book closing on April 9, 2010 to comply with the list of shareholders according to Section 225 of the Securities and Exchange Act B.E. 2535.
10. 10. No shareholders proposed additional meeting agenda, nominated a director, or submitted any question for the 2010 Annual General Meeting of Shareholders.

Please note that the right to receive dividend payment is subjected to the approval of the 2010 Annual General Meeting of Shareholders.

For a shareholder who requires more information or inquiry on the issues contained in the above agendas and/or wishes to provide any recommendations, please submit your inquiries or suggestions to the Company in advance or send an electronic mail to companysecretary@gfpt.co.th.

Please be informed accordingly.

Yours faithfully,
Dr Anan Sirimongkolkasem
Chairman of Executive Committee

Company Secretary
Tel : 02-473-8000
Fax : 02-473-8393

Attachment : 0297NWS170220100152552365E.pdf