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30 Apr 2019 08:53:00
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Shareholders meeting's resolution (Added Template)
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CPN
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                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
______________________________________________________________________
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