DIVIDEND DECLARATION AND CALLING FOR AGM
21 กุมภาพันธ์ 2546
Translation
February 21, 2003
Subject : To inform the Board of Directors' resolution No.1/2003
To : Director and Manager
Stock Exchange of Thailand
The Board of Directors' Meeting of Siam Makro Public
Company Limited No. 1/2003 held on February 20, 2003 made the
following resolutions: -
1. The meeting unanimously resolved to closing the
Company's share register book on April 4, 2003 at noon until
the Annual General Shareholders' Meeting No. 10 (after conversion
into a public company limited) is over so that the Company could
determine the right of the shareholders who would be entitled to
attend the Annual General Shareholders' Meeting No. 10 and to
receive dividend to be declared by the Annual General
Shareholders' Meeting No. 10.
2. The meeting unanimously resolved that the Annual
General Shareholders' Meeting No. 10 (after conversion into a
public company limited) be held on April 24, 2003 at 3.00 p.m.
at Monthathip Room, Radisson Hotel Bangkok. No. 92 Soi Saengcham,
Rama 9 Road, Huay Kwang, Bangkok 10320. The Agenda shall be
as follows:
Agenda 1 To consider and confirm the Minutes of the Annual
General Shareholders' Meeting No. 9 (after
conversion into a public company limited) held
on April 29, 2002.
Agenda 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 auditor of Siam Makro Public Company
Limited and ts subsidiaries as of December
31, 2002.
Agenda 3 To consider and confirm the following matters:
3.1 The report of the Company's Management
regarding the Company's activities.
3.2 The payment of interim dividend on 8 July
2002 by the Board of Directors Meeting No.
6/2002 held on 11 June 2002.
Agenda 4 To consider matters concerning the Directors
who will retire by rotation and the Directors
to be appointed in place of those who retire,
and the Directors' remuneration.
Agenda 5 To consider and approve matters concerning the
declaration of the dividend payment and the
appropriation of reserved fund.
Agenda 6 To consider and appoint the auditors and to
fix the auditing fee for the fiscal year ended
December 31, 2003.
Agenda 7 To consider and approve the amendment of Clause
3 of the Company's Memorandum of Association
from having the objectives in the number of 30
clauses to be 32 clauses. Details of the proposed
increase of the 2 new objectives are as follows:
"(31) To engage in the business of trading of scale,
balance, measure equipments including parts and
apparatus of such goods.
(32) To engage in the business of the bakery factory."
The said amendment of the Memorandum of Association must
be approved with an affirmative vote of not less than
three forth of the total votes of shareholders attending
the meeting and being entitled to vote.
Agenda 8 Other businesses (if any).
3. The meeting unanimously resolved to propose to Annual
General Shareholders' Meeting No. 10 (after conversion into a
public company limited) for approval of the Company to declare
dividend payment of Baht 840,000,000 representing 89.2% of the
net profit for the year. Dividend per share is Baht 3.50 and the
dividend payment date is on May 20, 2003. The reserve fund as at
31 December 2002 is up to Baht 240,000,000 being equal to 10% of
registered capital, therefore, is not required to set aside more
regal reserve.
4. The meeting unanimously resolved to propose to Annual
General Shareholders' Meeting No. 10 (after conversion into a
public company limited) to reappoint the Directors who are due to
retire by rotation are Mr. Prasert Jarupanich, Mr. Francisco
Henrique Passos Fernandes, Mr. Chavalit Uttasart and Mrs. Boonsin
Srilertchaipanich to serve as the Company's Directors for another
term since they are capable of managing the business of the Company.
In addition, Mr. Chavalit Uttasart remains in the position of the
Audit Committee in the appointment term since he is a qualified
person and being independent as required by the SET, and to fix
the payment of remuneration to the Directors except Mr. Antonio
Carlos Pereira Melo, Mrs. Suchada Ithijarukul, Mrs. Boonsin
Srilertchaipanich, Mr. Francisco Henrique Passos Fernandes
and Mr. Eric Felix Maria Van Peer in the amount of not exceeding
Baht 5,000,000 per year.
5. The meeting unanimously resolved to propose to Annual
General Shareholders' Meeting No. 10 (after conversion into a
public company limited) to appoint Mr. Prasan Chuaphanich,
Certified Public Accountant (Thailand) No.3051, Ms. Nangnoi
Charoenthaveesub, Certified Public Accountant (Thailand) No.3044,
and Mr. Somchai Jinnovart, Certified Public Accountant (Thailand)
No.3271 of PricewaterhouseCoopers ABAS Limited as the Company's
auditors, any one being authorized to conduct the audit and
express an opinion on the annual financial statements of the
Company, for the fiscal year ended on December 31, 2003. 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 and the remuneration to be determined by the Audit
Committee.
6. The meeting unanimously resolved to propose to Annual
General Shareholders' Meeting No. 10 (after conversion into a
public company limited) for approval of the Company to amend the
Clause 3 of the Company's Memorandum of Association from having
the objectives in the number of 30 clauses to be 32 clauses in
order to be consistent with the current business activities
rendering by the Company. Details of the proposed increase of
the 2 new objectives are as follows:
"(31) To engage in the business of trading of scale,
balance, measure equipments including parts and
apparatus of such goods.
(32) To engage in the business of the bakery factory."
The said amendment of the Memorandum of Association must
be approved with an affirmative vote of not less than
three forth of the total votes of shareholders attending
the meeting and being entitled to vote.
Please be informed accordingly.
Yours faithfully,
Siam Makro Public Company Limited
Signature
(Charoen Assawajarukasem)
SET Coordinator Manager