04 May 2009
Resolution of the AGM No.1/2009
April 30, 2009
Subject : Notification of Resolution of the Annual General Meeting of
Shareholder No.1/2009
To : The President
The Stock Exchange of Thailand
Central Pattana Public Company Limited would like to announce important
matters that its shareholders at the Annual General Meeting No.1/2009 held on
April 30, 2009 have resolved as follow: 1. Certified the minutes of the
Extraordinary General Meeting No.1/2009 held on March 25, 2009 with the
following
voting results:
Approve 1,889,775,424 votes
Disapprove 0 votes
Abstain 79,300 votes
2. Acknowledged the Company's operating performance for the year 2008.
3. Approved the audited financial statement for the year ended December 31,
2008 with the following voting results:
Approve 1,914,508,674 votes
Disapprove 0 votes
Abstain 79,300 votes
4. Approved the dividend payment from the operation of 2008 at 0.33 Baht per
share for 2,178,816,000 shares which amounted to Baht 719,009,280. The
dividends will be paid on May 29, 2009.The shareholder register book for the
right to receive dividend shall be recorded on May 14, 2009. Also, May 15,
2009 shall be the book closing date on which the shareholder list as specified
in section 225 of the Securities and Exchange Act shall be compiled. The
voting results are as follow:
Approve 1,914,588,374 votes
Disapprove 100 votes
Abstain 0 votes
5. Approved the appointment of the Directors to replace the Directors whose
tenure have ended for the year 2009 with the following voting results:
1) Mr.Chackchai Panichapat
Approve 1,914,512,374 votes
Disapprove 10,100 votes
Abstain 66,000 votes
2) Mr.Sudhitham Chirathivat
Approve 1,888,713,274 votes
Disapprove 79,300 votes
Abstain 66,000 votes
3) Mr.Prin Chirathivat
Approve 1,884,280,524 votes
Disapprove 91,400 votes
Abstain 66,000 votes
4) Mr.Kanchit Bunajinda
Approve 1,914,431,074 votes
Disapprove 89,400 votes
Abstain 68,000 votes
5) Mr.Karun Kittisataporn
Approve 1,914,507,374 votes
Disapprove 10,100 votes
Abstain 71,000 votes
6. Approved the directors' remuneration for the year 2009 that will not exceed
Baht 9,000,000 with the following voting results:
Approve 1,908,893,174 votes
Disapprove 5,616,000 votes
Abstain 79,300 votes
The details of the directors' remuneration for the year 2009 are as follow :
1) Quarterly remuneration consisting of:
- Chairman 100,000 Baht/Quarter
- Independent Director who serves 100,000 Baht/Quarter
as the Chairman of the Audit Committee
- Independent Director who serves 80,000 Baht/Quarter
as a member of the Audit Committee
- Independent Director and Director 60,000 Baht/Quarter
2) Meeting allowance for the Board of Directors consisting of:
- Chairman 40,000 Baht/Meeting
- Independent Director 35,000 Baht/Meeting
- Director 20,000 Baht/Meeting
3) Meeting allowance for the Audit Committee consisting of:
- The Chairman of the Audit Committee 60,000 Baht/Meeting
- Member of the Audit Committee 45,000 Baht/Meeting
4) Meeting allowance for chairman and each member of the Nomination and
Remuneration Committee included the Advisory is 20,000 Baht/Meeting.
5) Meeting allowance for each Advisory of the Risk Management Committee is
20,000 Baht/Meeting.
Note: Directors who are the Company's management and serve in any
sub-committee will not receive the remuneration.
7. Approved the appointment of the auditors of KPMG Phoomchai Audit Limited as
name listed below. Anyone of them shall be empowered to audit and express
their opinion on the financial statement for the year 2009 as follow :
1) Mr.Thirdthong Thepmongkorn CPA No. 3787
2) Mr.Winid Silamongkol CPA No. 3378
3) Mr.Vichien Thamtrakul CPA No. 3183
Audit fees for the Company and its subsidiaries are fixed at Baht 5,220,000
with the following voting results:
Approve 1,912,104,974 votes
Disapprove 2,483,500 votes
Abstain 0 votes
8. Approved the change in the name and number of authorized directors with the
following voting results:
Approve 1,914,509,174 votes
Disapprove 0 votes
Abstain 79,300 votes
9. Approved the additional issuance of debentures up to total amount not
exceeding Bath 5,000 million with the following voting results:
Approve 1,853,673,174 votes
Disapprove 0 votes
Abstain 60,915,300 votes
Please be informed accordingly.
Yours faithfully,
- Signature-
(Ms.Naparat Sriwanvit)
Company Secretary