News Detail

Date/Time
27 Feb 2020 18:06:00
Headline
Schedule of Annual General Meeting and dividend payment
Symbol
MSC
Source
MSC
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                Schedule of Shareholders' meeting

Subject                                  : Schedule of Annual General Meeting of
 Shareholders
Date of Board resolution                 : 27-Feb-2020
Shareholder's meeting date               : 02-Apr-2020
Beginning time of meeting (h:mm)         : 10 : 00
Record date for the right to attend the  : 12-Mar-2020
meeting
Ex-meeting date                          : 11-Mar-2020
Significant agenda item                  :
  - Cash dividend payment
Venue of the meeting                     : Metro Systems Corporation Public 
Company Limited, No. 400, Chalermprakiat Rama IX Road, Nongbon, Prawet, Bangkok,
 10250
Remark                                   :



SCO 009/2020


        February 27, 2020


Subject :    Report the Resolutions of Board of Directors Meeting No. 2/2020
To :    Director and Manager
The Stock Exchange of Thailand

Whereas the Board of Directors of Metro Systems Corporation Public Company 
Limited                ("the Company") convened Board of Directors Meeting No.
2/2020 on February 27, 2020 from 2.30 p.m. to 4.00 p.m. at the meeting room of
building A floor 2 of Metro Systems Corporation Public Company Limited, where is
 located at No. 400, Chalermprakiat Rama IX Road, Nongbon, Prawet, Bangkok.

The Company would like to report the resolutions of Board of Directors Meeting 
as follows;
1.  To consider the necessary agenda to propose in Annual General Meeting 2020
     1.1   To confirm the minutes of the Annual General Meeting No.24/2019.
     Resolution
     The meeting has an opinion that the minutes of the Annual General Meeting 
No. 24/2019 which convened on April 3, 2019 was accurate completely. The meeting
then proposes the said minutes to the meeting of Annual General Meeting to
confirm this matter.
     1.2 To acknowledge the Company's operating results for the year ending 
December 31, 2019 and Annual Report for 2019.
     Resolution
     The meeting has an opinion to propose the Company's operating results for 
the year ending December 31, 2019 and Annual Report 2019 to the meeting of
Annual General Meeting for acknowledgement.
    1.3  The Statement of Financial  Position  and Statement of Comprehensive 
Income for           the fiscal period ending December 31, 2019
    Resolution
    The meeting has an opinion to propose to the Annual General Meeting for 
approval of       the Statement of Financial Position and Statement of
Comprehensive Income for the fiscal period ending December 31, 2019 which were
audited by the Company's auditors and consent from the Audit Committee and Board
 of Directors.
     1.4  The profit allocation and declaration of dividend payment for 2019
     Resolution
     The meeting has an opinion to propose to the Annual General Meeting for the
profit allocation and  declaration  of dividend  payment  according to the 2019
operation results at the rate of THB 0.45 per share, amounting to THB
162,000,000 to the Company's shareholders on the date of April 30, 2020.
              However, the right to receive the said dividend is pending to 
shareholders approval at Annual General Meeting.

        1.5  The election of directors in place of those retiring by rotation
    Resolution
    The meeting acknowledged that (1) Mr. Kitti Techathaveekijkul (2) Mr. Pravit
Chattalada                (3) Mr. Suvij Suvaruchiphorn will retire by rotation
at the 2020 Annual General Meeting. However, the Board of Directors propose to
elect these directors at the Annual General Meeting as the directors of the
Company for another term according to the opinion of the Nominating and
Remuneration Sub-Committee.
    Nevertheless, the said three retiring directors has completely qualification
of the directors in accordance with the Articles of Association, the Public
Limited Companies Act, the Securities and Exchange Act and Company's rules
including to completed the consideration from Nominating and remuneration
Sub-Committee to ensure that these retiring directors are being a director who
brings knowledge, experience and expertise to give suggestions which is useful
in the business of the Company. For Mr. Pravit Chattalada, he has taken a
position of independent director for a period of 25 years. If he is elected to
this position for another term, the totaling duration will be counted to 28
years. Therefore, the Board of Director has considered that this proposed person
in the position of independent director could advise independently and he
qualified completely as the definition of the independent director in accordance
to the definition of the independent directors and the rule of The Securities
and Exchange Commission and The Stock Exchange of Thailand.
Therefore, the shareholder has the right to propose nominees to be considered 
for the election as director at the Annual General Meeting No.25/2020 which the
submitting period was from August 30, 2019 to December 2, 2019. After the period
 ended, there was no nominee to be proposed as director into the agenda.
                   1.6 The remuneration of the Board of Directors, the Audit 
Committee and other Committees for 2020
    Resolution
    The meeting has an opinion to propose to the Annual General Meeting for 
specifying                      the remuneration of the Board of Directors, the
Audit Committee, the Executive Committee and               the other committees
for the year 2020 which was examined by the Nominating and Remuneration
     Sub-Committee as follows;
     Remuneration of Board of Directors
     - Board of Directors' Annual Remuneration      not over than 2,700,000 
THB/year
     - Directors meeting fee                                         amounting to  
     22,000 THB/person/meeting
     Remuneration of Audit Committee
     -  For the Chairman                      amounting to     130,000 THB/each quarter
                    -  For each member                amounting to     100,000 THB/each 
quarter
     Remuneration of Executive Committee
     -  For the Chairman                 amounting to      14,000     THB/person/meeting
     -  For each member                 amounting to      14,000     THB/person/meeting
     However, the Directors who take the position of Executive Director are 
unable to get                      the Board of Directors meeting fee.
     Remuneration of Sub-Committee                       Chairman                each 
member
                                  (person/meeting)          (person/meeting)
     Sustainable Development Sub-Committee                17,000 THB        12,000 THB
     Corporate Governance Sub-Committee        17,000 THB        12,000 THB
     Risk Management Sub-Committee            17,000 THB        12,000 THB
     Nominating and Remuneration Sub-committee            17,000 THB        12,000 THB
     Other benefit
     -None-

                   1.7  The appointment of the Company's Auditor and to fix the 
auditor's remuneration                for 2020
    Resolution
    The meeting has an opinion according to the audit committee's proposal.Then 
propose  to the Annual General Meeting to consider the
appointment of Wilasinee  Krishnamra, C.P.A. License No.7098 and/or Chavala
Tienpasertkij, C.P.A. License No.4301 and/or Kornthong Luangvilai, C.P.A.
License No. 7210 and/or Nisakorn Songmanee, C.P.A. License No. 5035  of Deloitte
Touche Tohmatsu Jaiyos Audit Company Limited as auditors of the Company for the
fiscal year 2020 and to fix the auditor's remuneration for the annual financial
statement of the Company in the amount of THB 1,280,000 and the financial
statement for three quarters in the amount of THB 1,380,000 Therefore, the total
 amount of the auditor's remuneration for the year 2020 is THB 2,660,000.

2. To specify the schedule of the Annual General Meeting No.25/2020 and specify 
                       the record date as follows:
       2.1  The Annual General Meeting No. 25/2020 will be convened on April 2, 
2020 from 10.00 a.m. at Metro Systems Corporation Public Company Limited located
at No.400, Chalermprakiat Rama IX Road, Nongbon, Prawet, Bangkok. Building G,
Floor 2.The agenda for the meeting is as follows;
 (1)    To confirm the Minutes of the Annual General Meeting No. 24/2019;
 (2)    To acknowledge the Company's operating results for the year ending December
 31, 2019 and Annual Report for 2019;
               (3)    To approve the Statement of Financial Position and Statement 
of Comprehensive  Income for the fiscal period ending December 31, 2019 ;
 (4)    To approve the profit allocation and declaration of dividend payment for 
2019;
 (5)    To consider the election of directors in place of those retiring by 
rotation;
 (6)    To consider fixing the remuneration of Directors, Audit Committee and other
 Committees for 2020;
 (7)    To consider the appointment of the Company's Auditor and fixing            
            the auditor's remuneration for 2020;
 (8)    Other business (if any).
                     3.2  The record date for determination of which 
shareholders are eligible to attend                 the Annual General Meeting
and entitled to obtain dividend is fixed on March 12, 2020.


    Please be informed accordingly.


    Yours sincerely,
        
                                                                                
     Sumateta Jitsiripol

      (  Miss Sumateta Jitsiripol )
     Corporate Secretary
     Metro Systems Corporation Public Company Limited


Corporate Secretary Department
02-089-4124, 02-089-4213
______________________________________________________________________

Dividend payment / Omitted dividend payment

Subject                                  : Cash dividend payment
Date of Board resolution                 : 27-Feb-2020
Type of dividend payment                 : Cash dividend payment
Record date for the right to receive     : 12-Mar-2020
dividends
Ex-dividend date                         : 11-Mar-2020
Payment for                              : Common shareholders
Cash dividend payment (baht per share)   : 0.45
Par value (baht)                         : 1.00
Payment date                             : 30-Apr-2020
Paid from                                :
    Operating period from 01-Jan-2019 to 31-Dec-2019
Remark                                   :



SCO 009/2020


        February 27, 2020


Subject :    Report the Resolutions of Board of Directors Meeting No. 2/2020
To :    Director and Manager
The Stock Exchange of Thailand

Whereas the Board of Directors of Metro Systems Corporation Public Company 
Limited                ("the Company") convened Board of Directors Meeting No.
2/2020 on February 27, 2020 from 2.30 p.m. to 4.00 p.m. at the meeting room of
building A floor 2 of Metro Systems Corporation Public Company Limited, where is
 located at No. 400, Chalermprakiat Rama IX Road, Nongbon, Prawet, Bangkok.

The Company would like to report the resolutions of Board of Directors Meeting 
as follows;
1.  To consider the necessary agenda to propose in Annual General Meeting 2020
     1.1   To confirm the minutes of the Annual General Meeting No.24/2019.
     Resolution
     The meeting has an opinion that the minutes of the Annual General Meeting 
No. 24/2019 which convened on April 3, 2019 was accurate completely. The meeting
then proposes the said minutes to the meeting of Annual General Meeting to
confirm this matter.
     1.2 To acknowledge the Company's operating results for the year ending 
December 31, 2019 and Annual Report for 2019.
     Resolution
     The meeting has an opinion to propose the Company's operating results for 
the year ending December 31, 2019 and Annual Report 2019 to the meeting of
Annual General Meeting for acknowledgement.
    1.3  The Statement of Financial  Position  and Statement of Comprehensive 
Income for           the fiscal period ending December 31, 2019
    Resolution
    The meeting has an opinion to propose to the Annual General Meeting for 
approval of       the Statement of Financial Position and Statement of
Comprehensive Income for the fiscal period ending December 31, 2019 which were
audited by the Company's auditors and consent from the Audit Committee and Board
 of Directors.
     1.4  The profit allocation and declaration of dividend payment for 2019
     Resolution
     The meeting has an opinion to propose to the Annual General Meeting for the
profit allocation and  declaration  of dividend  payment  according to the 2019
operation results at the rate of THB 0.45 per share, amounting to THB
162,000,000 to the Company's shareholders on the date of April 30, 2020.
              However, the right to receive the said dividend is pending to 
shareholders approval at Annual General Meeting.

        1.5  The election of directors in place of those retiring by rotation
    Resolution
    The meeting acknowledged that (1) Mr. Kitti Techathaveekijkul (2) Mr. Pravit
Chattalada                (3) Mr. Suvij Suvaruchiphorn will retire by rotation
at the 2020 Annual General Meeting. However, the Board of Directors propose to
elect these directors at the Annual General Meeting as the directors of the
Company for another term according to the opinion of the Nominating and
Remuneration Sub-Committee.
    Nevertheless, the said three retiring directors has completely qualification
of the directors in accordance with the Articles of Association, the Public
Limited Companies Act, the Securities and Exchange Act and Company's rules
including to completed the consideration from Nominating and remuneration
Sub-Committee to ensure that these retiring directors are being a director who
brings knowledge, experience and expertise to give suggestions which is useful
in the business of the Company. For Mr. Pravit Chattalada, he has taken a
position of independent director for a period of 25 years. If he is elected to
this position for another term, the totaling duration will be counted to 28
years. Therefore, the Board of Director has considered that this proposed person
in the position of independent director could advise independently and he
qualified completely as the definition of the independent director in accordance
to the definition of the independent directors and the rule of The Securities
and Exchange Commission and The Stock Exchange of Thailand.
Therefore, the shareholder has the right to propose nominees to be considered 
for the election as director at the Annual General Meeting No.25/2020 which the
submitting period was from August 30, 2019 to December 2, 2019. After the period
 ended, there was no nominee to be proposed as director into the agenda.
                   1.6 The remuneration of the Board of Directors, the Audit 
Committee and other Committees for 2020
    Resolution
    The meeting has an opinion to propose to the Annual General Meeting for 
specifying                      the remuneration of the Board of Directors, the
Audit Committee, the Executive Committee and               the other committees
for the year 2020 which was examined by the Nominating and Remuneration
     Sub-Committee as follows;
     Remuneration of Board of Directors
     - Board of Directors' Annual Remuneration      not over than 2,700,000 
THB/year
     - Directors meeting fee                                         amounting to  
     22,000 THB/person/meeting
     Remuneration of Audit Committee
     -  For the Chairman                      amounting to     130,000 THB/each quarter
                    -  For each member                amounting to     100,000 THB/each 
quarter
     Remuneration of Executive Committee
     -  For the Chairman                 amounting to      14,000     THB/person/meeting
     -  For each member                 amounting to      14,000     THB/person/meeting
     However, the Directors who take the position of Executive Director are 
unable to get                      the Board of Directors meeting fee.
     Remuneration of Sub-Committee                       Chairman                each 
member
                                  (person/meeting)          (person/meeting)
     Sustainable Development Sub-Committee                17,000 THB        12,000 THB
     Corporate Governance Sub-Committee        17,000 THB        12,000 THB
     Risk Management Sub-Committee            17,000 THB        12,000 THB
     Nominating and Remuneration Sub-committee            17,000 THB        12,000 THB
     Other benefit
     -None-

                   1.7  The appointment of the Company's Auditor and to fix the 
auditor's remuneration                for 2020
    Resolution
    The meeting has an opinion according to the audit committee's proposal.Then 
propose  to the Annual General Meeting to consider the
appointment of Wilasinee  Krishnamra, C.P.A. License No.7098 and/or Chavala
Tienpasertkij, C.P.A. License No.4301 and/or Kornthong Luangvilai, C.P.A.
License No. 7210 and/or Nisakorn Songmanee, C.P.A. License No. 5035  of Deloitte
Touche Tohmatsu Jaiyos Audit Company Limited as auditors of the Company for the
fiscal year 2020 and to fix the auditor's remuneration for the annual financial
statement of the Company in the amount of THB 1,280,000 and the financial
statement for three quarters in the amount of THB 1,380,000 Therefore, the total
 amount of the auditor's remuneration for the year 2020 is THB 2,660,000.

2. To specify the schedule of the Annual General Meeting No.25/2020 and specify 
                       the record date as follows:
       2.1  The Annual General Meeting No. 25/2020 will be convened on April 2, 
2020 from 10.00 a.m. at Metro Systems Corporation Public Company Limited located
at No.400, Chalermprakiat Rama IX Road, Nongbon, Prawet, Bangkok. Building G,
Floor 2.The agenda for the meeting is as follows;
 (1)    To confirm the Minutes of the Annual General Meeting No. 24/2019;
 (2)    To acknowledge the Company's operating results for the year ending December
 31, 2019 and Annual Report for 2019;
               (3)    To approve the Statement of Financial Position and Statement 
of Comprehensive  Income for the fiscal period ending December 31, 2019 ;
 (4)    To approve the profit allocation and declaration of dividend payment for 
2019;
 (5)    To consider the election of directors in place of those retiring by 
rotation;
 (6)    To consider fixing the remuneration of Directors, Audit Committee and other
 Committees for 2020;
 (7)    To consider the appointment of the Company's Auditor and fixing            
            the auditor's remuneration for 2020;
 (8)    Other business (if any).
                     3.2  The record date for determination of which 
shareholders are eligible to attend                 the Annual General Meeting
and entitled to obtain dividend is fixed on March 12, 2020.


    Please be informed accordingly.


    Yours sincerely,
        
                                                                                
     Sumateta Jitsiripol

      (  Miss Sumateta Jitsiripol )
     Corporate Secretary
     Metro Systems Corporation Public Company Limited


Corporate Secretary Department
02-089-4124, 02-089-4213
______________________________________________________________________
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