30 Apr 2019 08:53:00
Shareholders meeting's resolution (Added Template)
Shareholders meeting's resolution Subject : Shareholders meeting's resolution Shareholder's meeting date : 26-Apr-2019 Meeting's resolution : Accordingly approved with board's resolution ______________________________________________________________________ - Translation - No. 51/2019/018 26 April 2019 Subject: Resolutions of the 2019 Annual General Meeting of Shareholders (AGM) To: The President The Stock Exchange of Thailand The resolutions of the 2019 AGM of Central Pattana Public Company Limited, held on 26 April 2019 are filed for your acknowledgment as follows: 1. Acknowledgment of the Minutes of 2018 Annual General Meeting of Shareholders (AGM) 2. Acknowledgment of the Company's performance outcomes of 2018 3. Approval of the audited financial statements for the year ended 31 December 2018 which have been certified by the auditor by majority vote of the shareholders who attend the Meeting and have the right to vote, with the following vote breakdown: Approved 3,758,905,922 votes Disapproved - votes Abstained 1,079,680 votes Invalid ballots - votes 4. Approval of the dividend payment against the 2018 performance outcomes at Baht 1.10 per share for a total of 4,488,000,000 shares, or Baht 4,936,800,000 in dividend payout, to be made on 7 May 2019. For this purpose, the Company has set a record date of 15 March 2019, by majority vote of the shareholders who attend the Meeting and have the right to vote, with the following vote breakdown: Approved 3,760,038,236 votes Disapproved - votes Abstained 15,580 votes Invalid ballots - votes 5. Approval of the appointment of directors in place of those due to complete their terms in 2019 by majority vote of the shareholders who attend the Meeting and have the right to vote director individually. Below are vote breakdowns on the matter. 1) Mr. Veravat Chutichetpong Approved 3,738,315,629 votes Disapproved 22,316,700 votes Abstained 17,530 votes Invalid ballots - votes 2) Mr. Sudhisak Chirathivat Approved 3,695,946,283 votes Disapproved 64,667,246 votes Abstained 36,330 votes Invalid ballots - votes 3) Mr. Kobchai Chirathivat Approved 3,703,274,783 votes Disapproved 57,338,746 votes Abstained 36,330 votes Invalid ballots - votes 4) Mr. Prin Chirathivat Approved 3,700,949,176 votes Disapproved 59,664,353 votes Abstained 36,330 votes Invalid ballots - votes 6. Approval of the remuneration for the Board of Directors for 2019 with a ceiling of Baht 20,000,000 by votes of not less than two-thirds of the shareholders who attend the Meeting and have the right to vote, with the following vote breakdown: Approved 3,730,406,036 votes Disapproved 30,227,805 votes Abstained 16,018 votes Invalid ballots - votes The details of Board remuneration this year are as follows: 1) Quarterly remuneration - Chairman Baht 165,000 per quarter - Chairman of the Audit Committee Baht 133,000 per quarter - Member of the Audit Committee Baht 103,000 per quarter - Director Baht 85,000 per quarter 2) Board of Director meeting allowance - Chairman Baht 60,000 per meeting - Director Baht 42,000 per meeting 3) Audit Committee meeting allowance - Chairman of the Audit Committee Baht 65,000 per meeting - Member of the Audit Committee Baht 50,000 per meeting 4) Nomination and Remuneration Committee meeting allowance - Chairman of the Nomination and Remuneration Committee Baht 35,000 per meeting - Member and advisory of the Nomination and Remuneration Committee Baht 30,000 per meeting 5) Risk Policy Committee meeting allowance - Chairman of the Risk Policy Committee Baht 35,000 per meeting - Member of the Risk Policy Committee Baht 30,000 per meeting Note: Executive Directors and other management team members receive no compensation for their appointments on sub-committees. 6) Bonus The bonus (calculated from the remaining amount of approved remuneration budget) will be allocated to directors by which the Board of Directors is authorized to determine the conditions, the details, and the rate of bonus payment as appropriate together with consideration of the Company's performance outcomes. In addition, the amount of bonus being allocated to each director is depended on the performance and the participation in the meeting. The Chairman of the Company's board will receive a bonus of 25 percent higher than the director. The Executive Director will not receive any director's bonus, however. 7) Other benefits -None- 7. Approval of the appointment of the external auditor representing KPMG Phoomchai Audit Limited ("Primary External Auditor"), with any of these names undertaking the audit and expressing opinions on the consolidated financial statements for 2019: 1) Ms. Vannaporn Jongperadechanon CPA registration number 4098 2) Ms. Bongkot Amsageam CPA registration number 3684 3) Mrs. Vilaivan Pholprasert CPA registration number 8420 4) Mrs. Sasithorn Pongadisak CPA registration number 8802 and a decision on Baht 8,565,000 as the audit fee on the Company and its subsidiaries and approximately Baht 803,502 for auditing its 4 overseas subsidiaries, the external auditor of the overseas subsidiaries may be served by either Primary External Auditor or Secondary External Auditor. The AGM also delegated approval authority to the Management to appoint the external auditor and determine incidental review fees of subsidiaries, associates, joint ventures, and others during the year by majority vote of the shareholders who attend the Meeting and have the right to vote, with the following vote breakdown: Approved 3,740,674,370 votes Disapproved 19,506,162 votes Abstained 472,491 votes Invalid ballots - votes Your acknowledgment of these matters would be appreciated. Sincerely, - Ampawee Chompoopongkasem - (Ms. Ampawee Chompoopongkasem) 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.