Resolutions of Annual General Shareholders' Meeting No. 13
28 April 2006
(Translation)
April 27, 2006
Subject : Notification on Resolutions of Annual General Shareholders'
Meeting No.13 (after conversion into a public company limited)
To : Director and Manager
Stock Exchange of Thailand
Pursuant to Annual General Shareholders' Meeting No.13 (after
conversion into a public company limited) of Siam Makro Public Company
Limited held on April 27, 2005 during 3.00 - 4.00 p.m., at Monthathip
Room of Radisson Hotel Bangkok, No. 92 Rama 9 Road, Bangkapi Subdistrict,
Huay Kwang District, Bangkok Metropolis, Thailand, the following resolutions
have been adopted:
1. Confirmation of the Minutes of Extraordinary General Shareholders'
Meeting No. 1/2005 held on October 26, 2005.
2. Approval of the audited balance sheets, statements of income,
statements of changes in shareholders' equity, statements of cash flows
and the report of the auditor of Siam Makro Public Company Limited and
its subsidiaries as of December 31, 2005.
3. Confirmation of the report of the Company's Management regarding
the Company's business activities.
4. Re-appointment of Mr. Athaporn Khaimarn as the Chairman of the
Audit Committee, Mr. Thira Wipuchanin and Mr. Chavalit Uttasart as the
members of the Audit Committee for another 2 years.
5. Re-election of Mr. Chavalit Uttasart, Mrs. Saowaluck Thithapant,
Mr. Francisco Henrique Passos Fernandes and Mr. Ruurd Jacobus Faber as
the Directors for another term and fix of the remuneration of the Company's
Directors for the year 2006 except Mr. Ruurd Jacobus Faber, Mrs. Suchada
Ithijarukul, Mrs. Saowaluck Thithapant and Mr. Francisco Henrique Passos
Fernandes in the amount of Baht 8,040,000.
6. Approval on the declaration of the final dividend payment at
Baht 4 per share, totalling 240,000,000 shares in the amount of Baht
960,000,000 and the dividend payment date being on May 15, 2006. The
reserve fund as at 31 December 2005 is up to Baht 240,000,000 being
equal to 10% of registered capital, the Company, therefore, is not
required to set aside more legal reserve. The amount of the said dividend
is in addition to that of the interim dividend declared by the resolution
of the Extraordinary General Shareholders' Meeting No. 1/2005 held on
26 October 2005 and having been paid since 15 November 2005 for the
amount of Baht 1,200,000,000, therefore, total dividend amount being
paid will be Baht 2,160,000,000 or Baht 9 per share, being 100% paid
from the net profit for the year 2005 and the rest from retained earnings.
7. Appointment of Mr. Somchai Jinnovart, Certified Public
Accountant (Thailand) No. 3271, Ms. Nangnoi Charoenthaveesub, Certified
Public Accountant (Thailand) No. 3044, and Mr. Prasan Chuaphanich,
Certified Public Accountant (Thailand) No. 3051 of PricewaterhouseCoopers
ABAS Limited as the Company's auditors, any one being authorized to
conduct the audit and to express an opinion on the annual financial
statements of the Company for the fiscal year ended on December 31,
2006. In the absence of the above-named auditors, PricewaterhouseCoopers
ABAS Limited is authorized to identify the other Certified Public
Accountant with PricewaterhouseCoopers ABAS Limited to carry out the
work and the Audit Committee presented that the Board of Directors be
authorized to consider and approve the auditing fee at the rate of up
to Baht 3,800,000.
8. Confirmation of the nomination of Mrs. Suchada Ithijarukul as
the President to receive the Royal Decorations on behalf of the company
as a result of the support of the proceedings under the King Celebration
Forestation Project on the occasion of the 50th Anniversary of His
Majesty's Accession to the Throne.
There is no further business.
Please be informed accordingly.
Very truly yours,
Siam Makro Public Company Limited
Signature
(Charoen Assawajarukasem)