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Date/Time
04 Apr 2018 20:09:00
Headline
Shareholders meeting's resolution
Symbol
MSC
Source
MSC
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                Shareholders meeting's resolution

Subject                                  : Shareholders meeting's resolution
Shareholder's meeting date               : 04-Apr-2018
Meeting's resolution                     : Accordingly approved with board's 
resolution
Remark                                   :

SCO 25/2018

    April 4, 2018


Subject :    Report on resolutions of the Annual General Meeting No. 23/2018
To :        Directors and Manager of the Stock Exchange of Thailand

Whereas Metro Systems Corporation Public Company Limited convened the Annual 
General Meeting No. 23/2018 on April 4, 2018 from 10.00 A.M. to 11.40 A.M.
Therefore,                          the Company would like to report the
resolutions adopted at the said meeting as follows:

    Agenda 1.    To confirm the minutes of Annual General Meeting No. 22/2017
Resolution:    Confirm the minutes of Annual General Meeting No. 22/2017 held on 
April 5, 2017 by the votes as follows:

Approved                 309,722,330    votes    equivalent to    100%
    Disapproved                         0    votes    equivalent to         0%
    Abstained                                 0    votes    equivalent to        0%
    Invalid ballot                  0    votes    equivalent to        0%
    Total            309,722,330    votes    equivalent to   100%

Agenda 2.    To acknowledge the Company's Operating Results for the year ending 
December 31, 2017 and the Annual Report for 2017.
Resolution:    Acknowledge the Company's Operating Results for the year ending 
December 31, 2017 and the Annual Report for 2017.
Note :              There was 4 additional shareholders attend to the meeting in
the amount of 38,665 shares. Therefore, the total shares was 309,760,995
shares.

Agenda 3.    To approve the Statement of Financial Position and Statement of 
Comprehensive Income for the fiscal period ended December 31, 2017.
Resolution:    Approve the Statement of Financial Position and Statement of 
Comprehensive Income for the fiscal period ended December 31, 2017 by the votes
as follows:

Approved         309,761,295    votes    equivalent to    100%
    Disapproved                         0    votes    equivalent to         0%
    Abstained                                 0    votes    equivalent to        0%
    Invalid ballot                  0    votes    equivalent to        0%
    Total            309,761,295    votes    equivalent to   100%

Note :              There was an additional shareholder attend to the meeting in
 the amount of 300 shares. Therefore, the total shares was 309,761,295 shares.

    Agenda 4.    To approve the profit allocation and declaration of a dividend 
payment for the year 2017.
    Resolution:    Approve of the declaration of a dividend payment for the year 2017 
to the Company's shareholders at the rate of THB 0.43 per share, totaling to THB
154,800,000 or equivalent to 70.66% of the Company's net profit which is
consistent with the dividend payment policy of the Company. However,
The Company has allocated net profits at least 10 (ten) percent of the
registered capital which is according to the law and the Company's rules. The
record date for determination of which shareholders are entitled to obtain
dividend is fixed on March 12, 2018. The payment of dividend will be made on
April 30, 2018. The votes of this agenda are as follows:    
Approved         309,761,295    votes    equivalent to    100%
    Disapproved                         0    votes    equivalent to         0%
    Abstained                                 0    votes    equivalent to        0%
    Invalid ballot                  0    votes    equivalent to        0%
    Total            309,761,295    votes    equivalent to   100%

Agenda 5.    To consider the election of directors in place of those retiring by 
rotation.
    Resolution:    Approve the election of the directors who are retired by rotation, 
Mr. Sunpitt Sethpornpong, Mr. Narong Charuvajana and Dr.Virach Aphimeteetamrong,
return to the directors of the Company  for another term by the votes as
follows:
    (1) Mr. Sunpitt Sethpornpong        :    Chairman
         Approved         308,761,295    votes    equivalent to    99.6772%
Disapproved                         0    votes    equivalent to      0%
    Abstained                     1,000,000    votes    equivalent to       0.3228%
    Invalid ballot                  0    votes    equivalent to       0%
    Total            309,761,295    votes    equivalent to  100%
      Mr. Sunpitt Sethpornpong, the interested person, abstained his vote.
    (2) Mr. Narong Charuvajana        :    Director
Approved         293,049,964    votes    equivalent to   94.6051%
        Disapproved                         0    votes    equivalent to       0%
        Abstained                    16,711,311    votes    equivalent to      5.3949%
        Invalid ballot                  0    votes    equivalent to      0%
        Total            309,761,295    votes    equivalent to 100%
     Mr. Narong Charuvajana, the interested person, abstained his vote.
(3) Dr.Virach Aphimeteetamrong       :    Independent Director
Approved         309,760,295    votes    equivalent to  99.9997%
        Disapproved                   1,000    votes    equivalent to     0.0003%
        Abstained                                 0    votes    equivalent to     0%
        Invalid ballot                  0    votes    equivalent to     0%
        Total            309,761,295    votes    equivalent to 100%

Agenda 6.    To consider fixing the remuneration of Directors, Audit Committee and 
other committees for the year 2018.
Resolution:    Approve of the remuneration of Directors and Audit Committee for 
2018 including fixing the remuneration of Executive Committee and other
Committees. The details and votes are appeared as follows:

Board of Directors' Remuneration
The Annual Bonus of Board of Directors  not over than  2,400,000 THB/year
Directors meeting                 amounting to       20,000 THB/person/meeting
Audit Committee Remuneration
For the Chairman of Audit Committee      amounting to         130,000  THB/quarter
For each member of Audit Committee      amounting to           90,000  THB/quarter
Remuneration of Executive Committee
For the Chairman                                      amounting to       
12,000    THB/meeting
For each member                                      amounting to       
12,000    THB/person/meeting
Remuneration of other committees
Committee/Sub-Committee                   Chairman          each member
                                        (per meeting)       (per meeting)
Corporate Social Responsibility Committee          15,000 THB    10,000 THB
Corporate Governance Sub-Committee          15,000 THB    10,000 THB
Risk Management Sub-Committee              15,000 THB    10,000 THB
Nominating and Remuneration Sub-committee   15,000 THB    10,000 THB


The annual bonus of Board of Directors and the remuneration of Audit Committee, 
Executive Committee and other Committees are equal to the previous year.
Nevertheless, the annual bonus of Board of Directors is allocated by themselves.

Mr. Sunpitt  Sethpornpong, Mr. Narong Charuvajana, Mr.Tavit Charuvajana, Mr. 
Suvij Suvaruchiphorn ,the shareholders who are the Directors and the interested
person, abstained their votes in this agenda.

Approved         276,312,616    votes    equivalent to   89.2018%
        Disapproved                         0    votes    equivalent to       0%
        Abstained                   33,448,679    votes    equivalent to    10.7982%
        Invalid ballot                  0    votes    equivalent to      0%
        Total            309,761,295    votes    equivalent to 100%

Agenda 7.    To consider the appointment of the Company's Auditor and fixing the 
auditor's remuneration for the fiscal year 2018.
Resolution:    Approve the appointment of Mr. Veerachai Ratanajaratkul C.P.A. 
License No. 4323 and/or Ms. Marisa Tharathornbunpakul C.P.A. License No. 5752
and/or Ms. Patamavan Vadhanakul C.P.A. License No. 9832 from KPMG Phoomchai
Audit Limited for the third year as auditors of the Company for the fiscal year
2018 together with fixing the audit fee for the annual financial statement of
the Company in the amount of THB 1,550,000 and for three quarterly financial
statement is THB 450,000. Therefore, the total amount of the auditor's
remuneration for the year 2018 is THB 2,000,000 by the votes as follows:

Approved         309,761,295    votes    equivalent to    100%
        Disapproved                         0    votes    equivalent to         0%
        Abstained                                 0    votes    equivalent to        0%
        Invalid ballot                  0    votes    equivalent to        0%
        Total            309,761,295    votes    equivalent to   100%

Agenda 8.    To consider revising the Article of Association.
Resolution:   Approve the revising of the Article of Association in category 5 
regarding to shareholder's meeting, article 33 paragraph 2, to be consistent
with Public Limited Companies Act, B.E.2535 section 100 (revised edition). It is
accordance with Order of the Head of National Council for Peace and Order No
21/2017 on amendments of laws to facilitate the ease of doing business, article
9 by the votes as follows:

Approved         302,618,805    votes    equivalent to   97.6942%
        Disapproved                         0    votes    equivalent to       0%
        Abstained                     7,142,490    votes    equivalent to      2.3058%
        Invalid ballot                  0    votes    equivalent to      0%
        Total            309,761,295    votes    equivalent to 100%


The Company provides this information for your acknowledgment and dissemination 
to                the public and other investors.

  

Sincerely yours,
Metro Systems Corporation Public Company Limited


Sumateta Jitsiripol

(Miss Sumateta Jitsiripol)
                            Corporate Secretary
______________________________________________________________________
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