Notification on Resolutions of AGM No. 16
30 April 2009
(Translation)
April 29, 2009
Subject : Notification on Resolutions of Annual General Shareholders'
Meeting No.16 (after conversion into a public company limited)
To : Director and Manager
Stock Exchange of Thailand
Pursuant to Annual General Shareholders' Meeting No.16 (after conversion into
a public company limited) of Siam Makro Public Company Limited held on April
29, 2009 during 3.00 - 4.30 p.m., at Kradang-Nga 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. 15 (after conversion into a public company limited) held on April
29, 2008 with affirmative votes of 209,903,369 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, 2008 with affirmative votes of 209,821,168
shares, equaling 99.96% of the total votes of the shareholders participating
in the meeting and having the right to vote, non-affirmative votes of 82,200
shares, equaling 0.04% of the total votes of the shareholders participating
the meeting and having the right to vote, and with the shareholders holding 1
share, equaling 0.00% abstentions.
3. Confirmation of the report of the Company's Management regarding the
Company's business activities with affirmative votes of 209,821,168 shares,
equaling 99.96% of the total votes of the shareholders participating in the
meeting and having the right to vote, non-affirmative votes of 82,200 shares,
equaling 0.04% of the total votes of the shareholders participating the
meeting and having the right to vote, and with the shareholders holding 1
share, equaling 0.00% abstentions.
And acknowledgement of the payment of interim dividend to the Company's
shareholders on September 5, 2008 by the Board of Directors' Meeting No.
6/2008 held on August 7, 2008 and December 4, 2008 by the Board of Directors'
Meeting No. 7/2008 held on November 7, 2008 with affirmative votes of
209,821,169 shares, equaling 99.96% of the total votes of the shareholders
participating in the meeting and having the right to vote, non-affirmative
votes of 82,200 shares, equaling 0.04% of the total votes of the shareholders
participating the meeting and having the right to vote.
4. Election of the following persons to be the Company's directors:
(1) Mrs. Suchada Ithijarukul with affirmative votes of 209,818,169
shares, equaling 99.96% of the total votes of the shareholders participating
in the meeting and having the right to vote, non-affirmative votes of 84,200
shares, equaling 0.04% of the total votes of the shareholders participating
the meeting and having the right to vote, and with the shareholders holding
1,000 shares, equaling 0.00% abstentions.
(2) Mrs. Saowaluck Thithapant with affirmative votes of 209,817,769
shares, equaling 99.96% of the total votes of the shareholders participating
in the meeting and having the right to vote, non-affirmative votes of 84,200
shares, equaling 0.04% of the total votes of the shareholders participating
the meeting and having the right to vote, and with the shareholders holding
1,400 shares, equaling 0.00% abstentions.
(3) Mr. Dennis Casey with affirmative votes of 209,807,769 shares,
equaling 99.95% of the total votes of the shareholders participating in the
meeting and having the right to vote, non-affirmative votes of 84,200 shares,
equaling 0.04% of the total votes of the shareholders participating the
meeting and having the right to vote, and with the shareholders holding 11,400
shares, equaling 0.01% abstentions, and
(4) Mr. Ruurd Jacobus Faber with affirmative votes of 209,807,769
shares, equaling 99.95% of the total votes of the shareholders participating
in the meeting and having the right to vote, non-affirmative votes of 84,200
shares, equaling 0.04% of the total votes of the shareholders participating
the meeting and having the right to vote, and with the shareholders holding
11,400 shares, equaling 0.01% abstentions.
And fix of the remuneration of the Company's Directors for the
year 2009 in the amount of Baht 11,880,000, and that additional expenses for
the directors who reside in the foreign countries to attend the Board of
Directors' Meeting and Annual General Shareholders' Meeting should be paid to
the directors in the amount of not exceeding Baht 600,000 per year with
affirmative votes of 208,635,169 shares, equaling 99.40% of the total votes of
the shareholders participating in the meeting and having the right to vote,
non-affirmative votes of 1,265,100 shares, equaling 0.60% of the total votes
of the shareholders participating the meeting and having the right to vote,
and with the shareholders holding 3,100 shares, equaling 0.00% abstentions.
5. Approval on the declaration of the final dividend payment for the year
2008 at Baht 2.50 per share, totalling 240,000,000 shares being the total
dividend of Baht 600,000,000 to be payble on May 28, 2009 and not to
appropriate more legal reserve since the reserve fund as at 31 December 2008
is up to Baht 240,000,000 being equal to 10% of registered capital, with
affirmative votes of 209,821,169 shares, equaling 99.96% of the total votes of
the shareholders participating in the meeting and having the right to vote,
non-affirmative votes of 82,200 shares, equaling 0.04% of the total votes of
the shareholders participating the meeting and having the right to vote.
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, 2009. 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 209,807,869 shares, equaling 99.95% of
the total votes of the shareholders participating in the meeting and having
the right to vote, non-affirmative votes of 84,600 shares, equaling 0.04% of
the total votes of the shareholders participating the meeting and having the
right to vote, and with the shareholders holding 10,900 shares, equaling 0.01%
abstentions.
And approving the remuneration for the said auditors in the amount
equivalent to the remuneration for the year 2008, at Baht 4,600,649, which
such amount does not include the audit fee and the stock count attendance fee
for new stores opened in 2009 in the amount of Baht 47,000 per new store with
affirmative votes of 209,727,869 shares, equaling 99.92% of the total votes of
the shareholders participating in the meeting and having the right to vote,
non-affirmative votes of 84,600 shares, equaling 0.04% of the total votes of
the shareholders participating the meeting and having the right to vote, and
with the shareholders holding 90,900 shares, equaling 0.04% abstentions.
7. Approval of the entire business transfer of Makro Properties Ltd. to
Siam Makro Public Company Limited with affirmative votes of 209,818,969
shares, equaling 99.96% of the total votes of the shareholders participating
in the meeting and having the right to vote, non-affirmative votes of 84,200
shares, equaling 0.04% of the total votes of the shareholders participating
the meeting and having the right to vote, and with the shareholders holding
200 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)