Notification on Resolutions of AGM No. 15
30 April 2008
(Translation)
April 29, 2008
Subject : Notification on Resolutions of Annual General Shareholders'
Meeting No.15 (after conversion into a public company limited)
To : Director and Manager
Stock Exchange of Thailand
Pursuant to Annual General Shareholders' Meeting No.15 (after conversion into
a public company limited) of Siam Makro Public Company Limited held on April
29, 2008 during 3.00 - 4.30 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 the Annual General Shareholders' Meeting No.
14 (after conversion into a public company limited) held on April 27, 2007
with affirmative votes of 213,823,630 shares, equaling 100% of the total
votes of the shareholders participating in the meeting and having the right
to vote.
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, 2007 with affirmative votes of 200,709,430 shares, equaling
93.87% of the total votes of the shareholders participating in the meeting
and having the right to vote. There were 13,114,200 shares, equaling 6.13%
abstentions.
3. Confirmation of the report of the Company's Management regarding the
Company's business activities with affirmative votes of 195,747,730 shares,
equaling 91.55% of the total votes of the shareholders participating in the
meeting and having the right to vote. There were 18,075,900 shares,
equaling 8.45% abstentions.
And acknowledgement of the payment of interim dividend to the Company's
shareholders on September 7, 2007 by the Board of Directors' Meeting No.
4/2007 held on August 9, 2007 and December 6, 2007 by the Board of
Directors' Meeting No. 5/2007 held on November 8, 2007 with affirmative
votes of 208,861,930 shares, equaling 97.68% of the total votes of the
shareholders participating in the meeting and having the right to vote.
There were 4,961,700 shares, equaling 2.32% abstentions.
4. Re-appointment of Mr. Athaporn Khaimarn as the Chairman of the Audit
Committee with affirmative votes of 213,823,630 shares, equaling 100% of
the total votes of the shareholders participating in the meeting and having
the right to vote, and another 2 Audit Committee namely Mr. Thira
Wipuchanin with affirmative votes of 213,823,630 shares, equaling 100% of
the total votes of the shareholders participating in the meeting and having
the right to vote, and Mr. Chavalit Uttasart with affirmative votes
of 213,779,530 shares, equaling 99.98% of the total votes of the
shareholders participating in the meeting and having the right to vote, non-
affirmative votes of 44,100 shares, equaling 0.02% of the total votes of
the shareholders participating the meeting and having the right to vote, as
the members of the Audit Committee for another 2 years term.
5. Election of the following persons to be the Company's directors:
(1) Mr. Dhanin Chearavanont with affirmative votes of 188,501,019
shares, equaling 88.16% of the total votes of the shareholders
participating in the meeting and having the right to vote, non-
affirmative votes of 25,318,511 shares, equaling 11.84% of the total
votes of the shareholders participating the meeting and having the
right to vote, and with the shareholders holding 4,100 shares, equaling
0.00% abstentions.
(2) Mr. Arsa Sarasin with affirmative votes of 195,309,619 shares, equaling
91.34% of the total votes of the shareholders participating in the
meeting and having the right to vote, non-affirmative votes of
18,514,011 shares, equaling 8.66% of the total votes of the
shareholders participating the meeting and having the right to vote.
(3) Mr. Prasert Jarupanich with affirmative votes of 195,265,519 shares,
equaling 91.32% of the total votes of the shareholders participating in
the meeting and having the right to vote, non-affirmative votes of
18,558,111 shares, equaling 8.68% of the total votes of the
shareholders participating the meeting and having the right to vote, and
(4) Mr. Chavalit Uttasart with affirmative votes of 196,621,219 shares,
equaling 91.95% of the total votes of the shareholders participating in
the meeting and having the right to vote, non-affirmative votes of
17,202,411 shares, equaling 8.05% of the total votes of the
shareholders participating the meeting and having the right to
vote.
And fix of the remuneration of the Company's Directors for the year
2008 in the amount of Baht 11,880,000 with affirmative votes of
188,514,919 shares, equaling 88.16% of the total votes of the
shareholders participating in the meeting and having the right to vote,
non-affirmative votes of 25,308,711 shares, equaling 11.84% of the
total votes of the shareholders participating the meeting and having
the right to vote.
6. Approval on the declaration of the final dividend payment at Baht 2 per
share, totalling 240,000,000 shares being the total dividend of Baht
480,000,000 to be payble on May 26, 2008 and not to appropriate more legal
reserve since the reserve fund as at 31 December 2007 is up to Baht
240,000,000 being equal to 10% of registered capital, with affirmative
votes of 213,823,630 shares, equaling 100% of the total votes of the
shareholders participating in the meeting and having the right to vote.
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, 2008. 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 213,823,630
shares, equaling 100% of the total votes of the shareholders participating
in the meeting and having the right to vote.
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 4,600,649 being the 15.5 % increased rate over the
remuneration for the year 2007 amounting to Baht 3,984,488 which composed
of the base audit fee and the base stock count attendance fee. The 15.5%
increase does not include the audit fee and the stock count attendance fee
for new stores opened in 2008 in the amount of Baht 47,000 per new store
with affirmative votes of 213,820,430 shares, equaling 100% of the
total votes of the shareholders participating in the meeting and having the
right to vote, non-affirmative votes of 2,700 shares, equaling 0.00% of the
total votes of the shareholders participating the meeting and having the
right to vote, and with the shareholders holding 500 shares, equaling 0.00%
abstentions.
There is no further business.
Please be informed accordingly.
Very truly yours,
Siam Makro Public Company Limited
Signature
(Charoen Assawajarukasem)