ORDINARY SHAREHOLDERS' MEETINGS NO. 6
21 เมษายน 2542
Translation
April 21, 1999
Subject : To inform the Board of Directors' resolution regarding
the agenda of Annual General Meeting No. 6
To : Director and Manager
Stock Exchange of Thailand
Pursuant to the resolution adopted by the Board of Directors,
Annual General Meeting No.6 (after conversion into a public
company limited) will be held on April 30, 1999 at 3.00 p.m.,
at Rachavadee Room of The Radisson Hotel Bangkok, No. 92 Soi
Saengcham, Rama 9 Road, Bangkapi Subdistrict, Huay Kwang District,
Bangkok Metropolis, Thailand to consider various matters according
to the following agenda.
1. To consider and approve the Minutes of the Annual General
Meeting No. 5 (after conversion into a public company limited)
held on April 24, 1998.
Board of Directors' opinion
Board of Directors are of the opinion that for the purpose of
good order, the shareholders meeting should consider confirming
the Minutes of the Annual General Meeting No. 5 (after conversion
into a public company limited) held on April 24, 1998.
2. To consider and approve the audited balance sheets, statements
of income, and retained earnings and statements of cash flows
and the report of the auditors of Siam Makro Public Company
Limited and its subsidiaries as of December 31, 1998.
Board of Directors' opinion
Board of Directors are of the opinion that the audited balance
sheets, statements of income, and retained earnings and
statements of cash flows and the report of the auditors of Siam
Makro Public Company Limited and its subsidiaries are correct
and that they shall be considered and approved by the meeting of
shareholders.
3. To consider and approve the following matters:
3.1 The report of the Company's Management regarding the
Company's activities.
3.2 The Annual Report to the Shareholders.
Board of Directors' opinion
Board of Directors are of the opinion that the report of the
Company's Management regarding the Company's activities and
the annual report should be considered and approved by the
meeting of shareholders.
4. To consider appointing the Audit Committee.
Board of Directors' opinion
Board of Directors are of the opinion that the Board of
Directors would reported to the Annual General Meeting No.6
the requirements and regulations for the appointment of the
Audit Committee in compliance with the rules of the Stock
Exchange of Thailand and that the Board of Directors appointed
members of the Audit Committee who the qualifications and
independence required by Stock Exchange of Thailand after the
Annual General Meeting No.6 provided that such appointment of
the members of the Audit Committee be completed by December 31,
1999.
5. To consider increasing the members of the Board of Directors.
Board of Directors' opinion
Board of Directors are of the opinion that the Board of Directors
would proceed to select the increased number of members of the
Board of Directors from 7 directors to not exceeding 9 directors
who had good experience, capability and suitability to hold the
directorship of the Company and fixed the directors' remuneration
except that of the Executive Directors and made recommendation
to the Annual General Meeting No.6 for its consideration.
6. To consider electing directors in place of those who are due to
retire by rotation and the directors' remuneration.
Board of Directors' opinion
There are 4 directors who are due to retire by rotation namely,
Mr. Arsa Sarasin, Mr. Dhanin Chearavanont, Mr. Jacob Cornelio
Adriano de Jonge and Mr.Arnold Maria Leo Tobac. However, they
should be re-elected for another term since they are capable
of managing the Company's businesses. In addition, a remuneration
of the directors excluding the Executive Directors should not
exceed Baht 4 Million per year.
7. To consider approving the declaration of the dividend payment and the appropriation of
reserved fund.
Board of Directors' opinion
The Board of Directors are of the opinion that the meeting
should consider approving the declaration of the dividend payment
at the rate of 40.7 % of the net profits, being Baht 0.85 per
share, totalling 240,000,000 shares in the amount of Baht
204,000,000 and appropriation of part of the net profits as the
reserve fund at the amount of Baht 25,037,303 being 5% of net
profits.
8. To consider and appoint the auditors and to fix the auditing fee for the fiscal year ended
December 31, 1999.
Board of Directors' opinion
The Board of Directors are of the opinion that the meeting of
shareholders should consider and appoint Mr.Prasan Chuaphanich
and/or Ms. Nangnoi Charoenthaveesub and/or Mr.Somchai Jinnovart
of PricewaterhouseCoopers Audit and Business Advisory Services
Ltd. as the Company's auditors for the fiscal year ended December
31, 1999 with the remuneration to be determined by the Board of
Directors.
9. To report the actions for the Y2K compliance.
Board of Directors' opinion
The Board of Directors are of the opinion to confirm and
approve the said report.
10. Other businesses (if any)
Board of Directors' opinion
The Board of Directors are of the opinion that this agenda
should be included in order to allow the shareholders to
propose any other matter to be considered by the meeting of
shareholders in addition to those proposed by the Board of
Directors.
Very truly yours,
Siam Makro Public Company Limited