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Ref. 039/2009
April 30, 2009
Subject : Resolutions of the Annual General Meeting of Shareholders No. 1/2009
To : The President
The Stock Exchange of Thailand (SET)
With reference to the Annual General Meeting of Shareholders No. 1/2009 of
Thai Sugar Terminal Public Company Limited held on April 30, 2009 at the
Company's Conference Room, 3rd Floor, 90 Moo 1 Poochaosamingprai Road,
Samrongklang,
Prapradang, Samutprakarn, it was resolved as follows:
1. Certified the Minutes of the Extraordinary General Meeting of Shareholders
No. 2/2008, held on October 16,2008 with the following voting results;
Approved 101,628,498 votes = (99.83%)
Disapproved 0 votes = (0.00%)
Abstained 168,000 votes = (0.17%)
2. Acknowledged the Board of Directors' report on the operating results of the
Company for the year 2008.
Approved 101,628,498 votes = (99.83%)
Disapproved 0 votes = (0.00%)
Abstained 168,000 votes = (0.17%)
3. Approved the annual financial statement for the year 2008 ended December
31, 2008, with the following voting results;
Approved 101,628,498 votes = (99.83%)
Disapproved 0 votes = (0.00%)
Abstained 168,000 votes = (0.17%)
4. Approved the dividend payment for the year 2008's operation results,
details are as follow:
- Pay dividend by common share at ratio (Old : New) 10:1 at par value of
Baht 1, total of 12,000,000 shares. In case of a fraction of share
remaining , the company will pay in cash at the rate of Baht 0.10000000
per share.
- Pay the cash dividend of Baht 0.01111111 per share for withholding tax of
dividend payment by common share.
And Approve the allocation of net profit at the amount of Baht 1,200,000
(One Million and Two Hundred Thousand Baht) for legal reserves, with the
following voting results;
Approved 101,626,098 votes = (99.83%)
Disapproved 2,400 votes = (0.00%)
Abstained 168,000 votes = (0.17%)
5. Approved the election of directors replacing those retired by rotation,
appointed 3 new directors and to fix the directors'remuneration for the
year 2009 as follows:
5.1 Approved the following directors who would retire by rotation
be re-elected as the directors of the Company individually for
another term, with the following voting results;
1. Mr.Prapas Chutimavoraphand Executive Director
Approved 101,628,498 votes = (99.83%)
Disapproved 0 votes = (0.00%)
Abstained 168,000 votes = (0.17%)
2. Mr.Narong Chenlarpwatanakul Executive Director
Approved 101,628,498 votes = (99.83%)
Disapproved 0 votes = (0.00%)
Abstained 168,000 votes = (0.17%)
3. Mr.Chanachai Chutimavoraphand Executive Director
Approved 101,628,498 votes = (99.83%)
Disapproved 0 votes = (0.00%)
Abstained 168,000 votes = (0.17%)
5.2 The Shareholders Meeting appointed 3 new directors with the
following voting results;
1 Mr. Parivat Karnchanatana Independent Director
Approved 84,557,406 votes = (83.07%)
Disapproved 0 votes = (0.00%)
Abstained 17,239,092 votes = (16.93%)
2 Mr. Suphsorn Chayovan Ph.D. Director
Approved 83,512,917 votes = (82.04%)
Disapproved 18,115,581 votes = (17.80%)
Abstained 168,000 votes = (0.17%)
3 Mr. Charnkrij Dejvitak Ph.D. Director
Approved 83,512,917 votes = (82.04%)
Disapproved 18,115,581 votes = (17.80%)
Abstained 168,000 votes = (0.17%)
Therefore, the Board of Directors consists of :
1.Mr. Pricha Attavipach Chairman / Independent Director
2.Mr. Prapas Chutimavoraphand Director
3.Mr. Pong Chinthammit Director
4.Mr. Narong Janlarpwatanakul Director
5.Mr. Chanachai Chutimavoraphand Director
6.Mr. Chadej Insawang Chariman of Audit Committee / Independent Director
7.Mr. Suang Ruangsook Member of Audit Committee / Independent Director
8.Mr. Nisakorn Parkpien Member of Audit Committee / Independent Director
9.Miss Jutatip Arunanondchai Independent Director
10.Mr. Chalush Chinthammit Director
11.Mr. Win Chinthammit Director
12.Mr. Somchai Chinthammit Director
13.Mr. Dhanadol Sujiphinyo Director
14.Mr. Suphsorn Chayovan Ph.D. Director
15.Mr. Charnkrij Dejvitak Ph.D. Director
16.Mr. Parivat Karnchanatana Independent Director
5.3 Approved the directors' remuneration for the year 2009, with the
following voting results;
- Chairman of Board of Directors (baht per month) 30,000
- Member of Board of Directors (each baht per month) 15,000
- Board of Directors' Meeting Allowance (each baht per person) 10,000
- Chairman of Audit Committee (baht per month) 10,000
- Member of Audit Committee (each baht per month) 5,000
- Meeting Allowance for the Nominating and Remuneration
Committee (each baht per person) 5,000
- Meeting Allowance for the Secretary of Audit Committee
and Nominating and Remuneration Committee 3,000
Such above mentioned remuneration did not include the year end bonus and
it depend on the annual performance and Board of Director's judgement. It
shall not exceed 4 times of monthly remuneration, with the following voting
results;
Approved 101,628,498 votes = (99.83%)
Disapproved 0 votes = (0.00%)
Abstained 168,000 votes = (0.17%)
6. Approved an appointment of ASV & Associates Company Limited as the
Company's auditor for the year 2009 as follows :
1. Mr. Anusorn Kiartkunvarnklai CPA. No.2109
2. Mr. Chanunkorn Satiraprapakul CPA. No.6554
The audit fee for quarters and annual financial statements for the year
2009 shall be fixed Baht 310,000, with the following voting results;
Approved 97,452,498 votes = (95.73%)
Disapproved 0 votes = (0.00%)
Abstained 4,344,000 votes = (4.27%)
7. Approved to increase of the Company's registered capital from Baht
120,000,000 to Baht 132,000,000 by issuing 12,000,000 ordinary shares for
capital increase at the par value of Baht 1 each, amounting to Baht
12,000,000 and amendment to Clause 4 of the Memorandum of Association to be
consistent with the registered capital increase by repealing the existing
particulars and replacing them by the following ;
"Clause 4.
Registered capital 132,000,000 Baht (One Hundred and Thirty Two Million
Baht Only)
Dividing into 132,000,000 Shares (One Hundred and Thirty Two Million
shares)
Value of share 1 Baht (One Baht)
Consisting of :
Ordinary shares 132,000,000 Shares (One Hundred and Thirty Two Million
shares)
Preferred shares -0- Shares ( - )
the voting results are as follow ;
Approved 101,628,498 votes = (99.83%)
Disapproved 0 votes = (0.00%)
Abstained 168,000 votes = (0.17%)
8. Approved the Issuance and allocation of new ordinary shares for the shares
dividend totaling Baht 12,000,000 (Baht : Twelve Millions ), with the
following voting results;
Approved 101,628,498 votes = (99.83%)
Disapproved 0 votes = (0.00%)
Abstained 168,000 votes = (0.17%)
To consider other business - nil -
Please be informed accordingly.
Sincerely yours,
(Mr. Prapas Chutimavoraphand)
Managing Director
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