Notification on Resolutions of AGM No. 14
30 April 2007
(Translation)
April 27, 2007
Subject : Notification on Resolutions of Annual General Shareholders' Meeting
No.14 (after conversion into a public company limited)
To : Director and Manager
Stock Exchange of Thailand
Pursuant to Annual General Shareholders' Meeting No.14 (after
conversion into a public company limited) of Siam Makro Public Company Limited
held on April 27, 2007 during 4.00 - 5.00 p.m., at Wassana 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 the Annual General Shareholders'
Meeting No. 13 (after conversion into a public company limited) held on April
27, 2006 with affirmative votes of 207,230,876 shares, equaling 99.84% of the
total votes of the shareholders participating in the meeting and having the
right to vote, non-affirmative votes of 317,300 shares, equaling 0.15% of the
total votes of the shareholders participating the meeting and having the right
to vote, and with the shareholders holding 11,500 shares, equaling 0.01%
abstentions.
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, 2006 with affirmative votes of 196,332,976 shares, equaling
94.59% of the total votes of the shareholders participating in the meeting and
having the right to vote. There were 11,226,700 shares, equaling 5.41%
abstentions.
3. Confirmation of the report of the Company's Management regarding
the Company's business activities with affirmative votes of 196,349,176 shares,
equaling 94.60% of the total votes of the shareholders participating in the
meeting and having the right to vote. There were 11,210,500 shares, equaling
5.40% abstentions.
And acknowledgement of the payment of interim dividend to the
Company's shareholders on September 6, 2006 by the Board of Directors' Meeting
No. 5/2006 held on August 9, 2006 with affirmative votes of 207,548,176 shares,
equaling 99.99% of the total votes of the shareholders participating in the
meeting and having the right to vote. There were 11,500 shares, equaling 0.01%
abstentions.
4. Election of the following persons to be the Company's directors:
(1) Mrs. Suchada Ithijarukul with affirmative votes of 207,230,676
shares, equaling 99.84% of the total votes of the shareholders participating
in the meeting and having the right to vote, non-affirmative votes of 317,300
shares, equaling 0.15% of the total votes of the shareholders participating
the meeting and having the right to vote, and with the shareholders holding
11,700 shares, equaling 0.01% abstentions.
(2) Mr. Athaporn Khaimarn with affirmative votes of 207,230,676
shares, equaling 99.84% of the total votes of the shareholders participating
in the meeting and having the right to vote, non-affirmative votes of 317,300
shares, equaling 0.15% of the total votes of the shareholders participating
the meeting and having the right to vote, and with the shareholders holding
11,700 shares, equaling 0.01% abstentions.
(3) Mr. Thira Wipuchanin with affirmative votes of 207,230,676
shares, equaling 99.84% of the total votes of the shareholders participating
in the meeting and having the right to vote, non-affirmative votes of 317,300
shares, equaling 0.15% of the total votes of the shareholders participating
the meeting and having the right to vote, and with the shareholders holding
11,700 shares, equaling 0.01% abstentions. and
(4) Mrs. Boonsin Srilertchaipanij with affirmative votes of
207,230,676 shares, equaling 99.84% of the total votes of the shareholders
participating in the meeting and having the right to vote, non-affirmative
votes of 317,300 shares, equaling 0.15% of the total votes of the shareholders
participating the meeting and having the right to vote, and with the
shareholders holding 11,700 shares, equaling 0.01% abstentions.
And fix of the remuneration of the Company's Directors for
the year 2007 in the amount of Baht 11,880,000 with affirmative votes of
207,230,676 shares, equaling 99.84% of the total votes of the shareholders
participating in the meeting and having the right to vote, non-affirmative
votes of 317,300 shares, equaling 0.15% of the total votes of the shareholders
participating the meeting and having the right to vote, and with the
shareholders holding 11,700 shares, equaling 0.01% abstentions.
And redesignation of the authorized directors as follows:
"Number or names of directors whose signatures bind the
Company are Mrs. Suchada Ithijarakul, Mrs. Saowaluck Thithapant, Mrs. Boonsin
Srilertchaipanij, Mr. Ruurd Jacobus Faber and Mr. Dennis Casey, any two of
these five directors signing jointly with the Company's seal affixed" with
affirmative votes of 207,230,676 shares, equaling 99.84% of the total votes of
the shareholders participating in the meeting and having the right to vote,
non-affirmative votes of 317,300 shares, equaling 0.15% of the total votes of
the shareholders participating the meeting and having the right to vote, and
with the shareholders holding 11,700 shares, equaling 0.01% abstentions.
5. Approval on the declaration of the final dividend payment at
Baht 4 per share, totalling 240,000,000 shares being the total dividend of
Baht 960,000,000 to be payble on May 21, 2007 and not to appropriate more
legal reserve since the reserve fund as at 31 December 2006 is up to Baht
240,000,000 being equal to 10% of registered capital, with affirmative votes
of 207,547,976 shares, equaling 99.99% of the total votes of the shareholders
participating in the meeting and having the right to vote. There were 11,700
shares, equaling 0.01% abstentions.
6. 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, 2007. In the absence of the above-named
auditors, PricewaterhouseCoopers ABAS Limited is authorized to identify one
other Certified Public Accountant with PricewaterhouseCoopers ABAS Limited to
carry out the work with affirmative votes of 206,412,576 shares, equaling
99.45% of the total votes of the shareholders participating in the meeting
and having the right to vote, non-affirmative votes of 1,136,900 shares,
equaling 0.55% of the total votes of the shareholders participating the
meeting and having the right to vote, and with the shareholders holding 11,600
shares, equaling 0.01% abstentions.
And authorization of the Audit Committee to present to the Board
of Directors to consider and approve the remuneration for the said auditors
in the amount of Baht 3,984,488 being the 5 % increased rate over the
remuneration for the year 2006 amounting to Baht 3,794,749 which composed of
the base audit fee and the base stock count attendance fee. The 5% increase
does not include the audit fee and the stock count attendance fee for new stores
opened in 2007 in the amount of Baht 47,000 per new store and the non audit
service fee being the business risk assessment for the year 2007 in the amount
of Baht 190,000, with affirmative votes of 206,412,576 shares, equaling 99.45%
of the total votes of the shareholders participating in the meeting and having
the right to vote, non-affirmative votes of 1,136,900 shares, equaling 0.55% of
the total votes of the shareholders participating the meeting and having the
right to vote, and with the shareholders holding 11,600 shares, equaling 0.01%
abstentions.
There is no further business.
Please be informed accordingly.
Very truly yours,
Siam Makro Public Company Limited
Signature
(Charoen Assawajarukasem)