News Detail

Date/Time
02 Apr 2020 17:09:00
Headline
Shareholders meeting's resolution
Symbol
MSC
Source
MSC
Full Detailed News
Download Full Detailed News
                Shareholders meeting's resolution

Subject                                  : Shareholders meeting's resolution
Shareholder's meeting date               : 02-Apr-2020
Meeting's resolution                     : Accordingly approved with board's 
resolution
Remark                                   :
SCO 13/2020

        April 2, 2020

Subject :    Resolutions of the Annual General Meeting No. 25/2020
To :        Directors and Manager of the Stock Exchange of Thailand

Whereas Metro Systems Corporation Public Company Limited convened               
the Annual General Meeting No. 25/2020 on April 2, 2020 from 10.00 A.M. to 10.40
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. 24/2019
Resolution:    Confirm the minutes of Annual General Meeting No. 24/2019 held on 
April 3, 2019 by the votes as follows:
Approved                 311,346,265    votes    equivalent to    100%
    Disapproved                         0    votes    equivalent to         0%
    Abstained                                 0    votes    equivalent to        0%
    Invalid ballot                  0    votes    equivalent to        0%
    Total            311,346,265    votes    equivalent to   100%

Agenda 2.    To acknowledge the Company's Operating Results for the year ending 
December 31, 2019 and the Annual Report for 2019.
Resolution:    Acknowledge the Company's Operating Results for the year ending 
December 31, 2019 and the Annual Report for 2019.

Agenda 3.    To approve the Statement of Financial Position and Statement of 
Comprehensive Income for the fiscal period ending December 31, 2019.
Resolution:    Approve the Statement of Financial Position and Statement of 
Comprehensive Income for the fiscal period ending December 31, 2019 by the votes
 as follows:
Approved         311,346,265    votes    equivalent to    100%
    Disapproved                         0    votes    equivalent to         0%
    Abstained                                 0    votes    equivalent to        0%
    Invalid ballot                  0    votes    equivalent to        0%
    Total                    311,346,265    votes    equivalent to   100%

    Agenda 4.    To approve the profit allocation and the declaration of a dividend 
payment for 2019.
    Resolution:    Approve of the declaration of a dividend payment for the year 2019 
to the Company's shareholders at the rate of THB 0.45 per share, totaling to THB
162,000,000 or equivalent to 69.30% 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, 2020. The payment of dividend
 will be made on April 30, 2020. The votes of this agenda are as follows:    
Approved                 311,346,265    votes    equivalent to    100%
    Disapproved                         0    votes    equivalent to         0%
    Abstained                                 0    votes    equivalent to        0%
    Invalid ballot                  0    votes    equivalent to        0%
    Total            311,346,265    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. Kitti Techataveekijkul, Mr. Suvij Suvaruchiphorn, Mr. Pravit Chattalada,
return to the directors of the Company for another term by the votes as follows:
    (1) Mr. Kitti Techataveekijkul        :    Director
         Approved         311,346,265    votes    equivalent to  100%
Disapproved                         0    votes    equivalent to      0%
    Abstained                                   0    votes    equivalent to       0%
    Invalid ballot                  0    votes    equivalent to       0%
    Total            311,346,265    votes    equivalent to  100%

(2) Mr. Suvij Suvaruchiphorn            :    Director
Approved         310,896,265    votes    equivalent to   99.8555%
        Disapproved                         0    votes    equivalent to       0%
        Abstained                        450,000    votes    equivalent to     0.1445%
        Invalid ballot                  0    votes    equivalent to      0%
        Total            311,346,265    votes    equivalent to 100%
    Mr. Suvij Suvaruchiphorn, the shareholder who is the Directors and
            the interested person, abstained their vote.
  
     (3) Mr. Pravit Chattalada             :    Independent Director
Approved         311,345,265    votes    equivalent to   99.9997%
        Disapproved                         0    votes    equivalent to       0%
        Abstained                            1,000    votes    equivalent to     0.0003%
        Invalid ballot                  0    votes    equivalent to      0%
        Total            311,346,265    votes    equivalent to 100%

Agenda 6.    To consider fixing the remuneration of Directors, Audit Committee and 
other committees for 2020.
Resolution:    Approve of the remuneration of Directors and Audit Committee for 
2020 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  2,700,000 THB/year
Directors meeting                 amounting to       22,000 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         100,000  
THB/person/quarter
Remuneration of Executive Committee
For the Chairman                                      amounting to       
14,000    THB/meeting
For each member                                      amounting to       
14,000    THB/person/meeting
Remuneration of other committees
Committee/Sub-Committee                   Chairman          each member
                                        (per meeting)       (per 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

The remuneration of Directors, Audit Committee, Executive Committee and other 
Committees are equal to the year 2019. Nevertheless, the annual bonus of Board
of Directors is allocated by themselves.

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

Approved         277,897,430    votes    equivalent to   89.2567%
        Disapproved                         0    votes    equivalent to       0%
        Abstained                   33,448,835    votes    equivalent to   10.7433%
        Invalid ballot                  0    votes    equivalent to      0%
        Total            311,346,265    votes    equivalent to 100%

Agenda 7.    To consider the appointment of the Company's Auditor and fixing the 
auditor's remuneration for 2020.
Resolution:    Approve the appointment of Mrs. Wilasinee Krishnamra C.P.A. License 
No. 7098 and/or Mr. Chavala Tienpasertkij C.P.A. License No. 4301 and/or
Mrs. Nisakorn Songmanee C.P.A. License No. 5035 and/or Ms. Kornthong
Luangvilai C.P.A. License No. 7210 from Deloitte Touche Tohmatsu Jaiyos Audit
Co., Ltd. for the year 2020. The meeting then fix the audit fee for the annual
financial statement of the Company in the amount of THB 1,280,000 and for three
quarterly financial statement is THB 1,380,000. Therefore, the total amount of
the auditor's remuneration for the year 2020 is THB 2,660,000 by the votes as
follows:
Approved         311,346,265    votes    equivalent to    100%
        Disapproved                         0    votes    equivalent to         0%
        Abstained                                 0    votes    equivalent to        0%
        Invalid ballot                  0    votes    equivalent to        0%
        Total            311,346,265    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
______________________________________________________________________
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.