Interim Dividend Declaration and Calling for EGM
19 กันยายน 2548
Translation
September 16, 2005
Subject : To inform the Board of Directors' resolutions No. 4/2005
To : Director and President
The Stock Exchange of Thailand
The Board of Director's Meeting of Siam Makro Public Company Limited No.
4/2005 held on September 16, 2005 has adopted the following resolutions: -
1. The meeting unanimously approved the resignation of Mr. Antonio Carlos
Pereira Melo from the position of the Company's Director with an
effective date as from 15 September 2005 and appointing Mr. Ruurd
Jacobus Faber as a new director to replace the resigned director.
2. The meeting unanimously approved the redesignation of the authorized
directors as follows:
"Number of directors whose signatures bind the Company are Mr. Arsa
Sarasin, Mr. Prasert Jarupanich, Mrs. Suchada Ithijarukul, Mrs. Saowaluck
Thithapant, Mr. Ruurd Jacobus Faber and Mr. Francisco Henrique Passos
Fernandes, any two of these six directors may jointly sign with the
Company's seal affixed."
3. The meeting unanimously resolved to propose to Extraordinary General
Shareholders' Meeting No. 1/2005 for approval of the Company to declare
interim dividend payment.
The Company has earned net profit after tax in a 6-month period ended
30 June 2005 in the amount of Baht 475.3 million and retained earnings
at the same date in the amount of Baht 3,447.8 million, equivalent to
Baht 14.37 per share. At 31 August 2005 the Company has cash at bank in
the amount of Baht 3,778 million. The Company should declare interim
dividend payment from net profit after tax during 1 January 2005 through
30 June 2005 and some part of retained earnings to all shareholders of
the Company at Baht 5 per share for a total number of 240,000,000 shares
being the amount of Baht 1,200 million dividends without appropriating
an additional legal reserve. The payment of interim dividend shall be
made on the 15th day of November 2005.
4. The meeting unanimously resolved to propose to Extraordinary General
Shareholders' Meeting No. 1/2005 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 32 clauses to be 33 clauses in order to
be consistent with the current business activities rendering by the
Company. Detail of the proposed increase of the new objective is as
follow:
"(33) To engage in business of telecommunication radio or its accessories."
The said amendment of the Memorandum of Association must be approved with
an affirmative vote of not less than three fourth of the total votes of
shareholders attending the meeting and being entitled to vote.
5. The meeting unanimously resolved that the Extraordinary General
Shareholders' Meeting No. 1/2005 be held on October 26, 2005 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. 12 (after conversion into a public
company limited) held on April 25 2005.
Agenda 2 To consider declaring the interim dividend payment to the
shareholders of the Company.
Agenda 3 To consider approving the amendment of Clause 3 of the Company's
Memorandum of Association from having the objectives in the
number of 32 clauses to be 33 clauses in order to be consistent
with the current business activities rendering by the Company.
Detail of the proposed increase of the new objective is as follow:
"(33) To engage in business of telecommunication radio or its
accessories."
The said amendment of the Memorandum of Association must be
approved with an affirmative vote of not less than three fourth
of the total votes of shareholders attending the meeting and
being entitled to vote.
Agenda 4 To consider other businesses (if any).
6. The meeting unanimously resolved to close the Company's share register book
on October 6, 2005 at noon until the Extraordinary General Shareholders'
Meeting No. 1/2005 is over so that the Company could determine the right
of the shareholders who would be entitled to attend the Extraordinary
General Shareholders' Meeting No. 1/2005 and to receive the interim
dividend to be declared by the Extraordinary General Shareholders' Meeting
No. 1/2005.
7. The increased expenses from the connected transactions for the year 2005
be ratified.
The Company had been approved to enter into the connected transactions for
the year 2005 pursuant to the resolutions adopted by the Board of
Directors' Meeting No.6/2004 held on 15 December 2004. However, thereafter,
there have been additional connected transactions, and some of the
approved connected transactions have caused more expenses. Details are
as follows:
7.1) Prophix (for preparing Budgets), Software License Agreement pursuant
to the following details:
7.1.1) Date of transaction : 1 December 2003
Term of agreemen : No fixed period. Any party may
terminate the Agreement by
notifying to the other in advance
of 3 months before 31 December
of every year.
Licensor : Orkam Asia Management AG (OAM)
Licensee : Siam Makro Plc. (SML)
7.1.2) Type of transaction : SML is granted the right to use
software license namely "Prophix"
by receiving source code from the
other party to be used for
preparing budgets and reports.
7.1.3) Total Value of : SML pays one time License fee of
Consideration USD 33,000 and additional fee per
user of USD 550 for 1st year and
USD 110 per user for the following
year and any expenses related to
our request. SML has to absorb all
taxes incurred in relations to
payment.
7.1.4) Nature and scope of : OAM is a company of SHV group,
interest of connected a major shareholder of SML
persons holding directly and indirectly
SML shares over 10%.
7.1.5) Company's justification : The software is used for
supporting the yearly budgeting,
monthly forecasting and reporting
process.
7.1.6) Interested Directors : (1) Mr. Francisco Henrique Passos
and/or Directors being Fernandes
connected persons not (2) Mr. Antonio Carlos Pereira Melo
attending the meeting nor
having the right to vote
Approval expenses : Baht 180,400
(including tax)
Actual expenses paid in 2005 : Baht 2,500,000
(including tax)
Increased expenses : Baht 2,319,600
Remark: The increased expenses are from Prophix modification, reporting,
support budgeting process and including integration Siam Food
figures.
As at 30 June 2005, the net tangible assets according to the Companys'
consolidated financial statement is Baht 9,186 Million. Consequently,
the size of above transaction is less than 0.03% equivalent to Baht
2.8 Million. The value of transaction is not required the
shareholders' meeting approval.
7.2) Cost of B2B and MBS 2000 enhancement pursuant to the following
details:
7.2.1) Date of transaction : 17 December 2004
Reference to B2B Software License Agreement
dated 1 September 2000 and MBS 2000
Part II, Software Sub-License
Agreement dated 1 January 1999
Service Provider : Orkam Asia Management AG (OAM)
Service Receiver : Siam Makro Plc. (SML)
7.2.2) Type of transaction : To modify MBS 2000 and B2B which
SML is granted the right to use
software license namely
"B2B e-commerce" and MBS 2000 by
receiving source code from the
other party to be used for support
operations and sharing and
exchanging information through the
internet between SML and local
suppliers.
7.2.3) Total Value of : USD 37,000
Service Fee
7.2.4) Nature and scope of : OAM is a company of SHV group,
interest of connected a major shareholder of SML holding
persons directly and indirectly SML shares
over 10%.
7.2.5) Company's justification : The software is used in running
daily operation and need to modify
by the Licensor to match with the
current requirements for management
efficiency improvement.
7.2.6) Interested Directors : (1) Mr. Francisco Henrique Passos
and/or Directors being Fernandes
connected persons not (2) Mr. Antonio Carlos Pereira Melo
attending the meeting nor
having the right to vote
Approval expenses : Baht -
(including tax)
Actual expenses paid in 2005 : Baht 1,730,000
(including tax)
Increased expenses : Baht 1,730,000
As at 30 June 2005, the net tangible assets according to the Companys'
consolidated financial statement is Baht 9,186 Million. Consequently,
the size of above transaction is less than 0.03% equivalent to Baht
2.8 Million. The value of transaction is not required the
shareholders' meeting approval.
8. The additional connected transactions for the year 2005 be approved.
8.1) Management Consulting Agreement pursuant to the following
details:
8.1.1) Date of transaction : 19 September 2005
Term of agreement : 19 September 2005- 31 March 2006
Service Provider : Total Office Centre (TOC)
Service Receiver : Makro Office Centre Co., Ltd. (MOC)
8.1.2) Type of transaction : Training MOC sales team to
capture corporate customer for the
Contract Delivery Business.
8.1.3) Total Value of : Monthly charges at USD 2,700 plus
Service Fee all out of pocket expenses and
actual travelling expenses and tax.
8.1.4) Nature and scope of : TOC is a company of SHV group,
interest of connected a major shareholder of SML holding
persons directly and indirectly SML shares
over 10%.
8.1.5) Company's justification : Due to MOC's sale team lacks the
skill to capture the customers in
this segment. The hire of service
from TOC is due to that company
has qualified experienced staff in
Contract Delivery Business and the
service payment paid to that
company shall make MOC to have
more sales from the additional
channel.
8.1.6) Interested Directors : (1) Mr. Francisco Henrique Passos
and/or Directors being Fernandes
connected persons not (2) Mr. Antonio Carlos Pereira Melo
attending the meeting nor
having the right to vote
Estimated expenses for the year :
2005 Baht 453,600
2006 Baht 340,200
Total Baht 793,800
As at 30 June 2005, the net tangible assets according to the Companys'
consolidated financial statement is Baht 9,186 Million. Consequently,
the size of above transaction is less than 0.03% equivalent to Baht
2.8 Million. The value of transaction is not required the
shareholders' meeting approval.
8.2) Consulting Agreement pursuant to the following details:
8.2.1) Date of transaction : 19 September 2005
Term of agreement : 19 September 2005- 31 December 2006
Service Provider : Makro Asia Management (MAM)
Service Receiver : Makro Office Centre Co., Ltd. (MOC)
8.2.2) Type of transaction : Evolve from Operation-based model
to sale and customer intimate model,
implement operational efficiencies,
create and implement model for new
concept including development of
Contract Delivery Business.
8.2.3) Total Value of : Monthly charge at EUR 11,000 plus
Service Fee all out of pocket expenses and
actual travelling expenses and tax.
8.2.4) Nature and scope of : MAM is a company of SHV group,
interest of connected a major shareholder of SML holding
persons directly and indirectly SML shares
over 10%.
8.2.5) Company's justification : To enhance MOC's efficiency and
growth, it is necessary to hire MAM
to advise in new business model
improvement, efficiency improvement
and the expansion in Contract
Delivery Business.
8.2.6) Interested Directors : (1) Mr. Francisco Henrique Passos
and/or Directors being Fernandes
connected persons not (2) Mr. Antonio Carlos Pereira Melo
attending the meeting nor
having the right to vote
Estimated expenses for the year :
2005 Baht 2,288,000
2006 Baht 5,668,000
Total Baht 7,956,000
As at 30 June 2005, the net tangible assets according to the Company's
consolidated financial statement is Baht 9,186 Million. Consequently,
the size of above transaction is over 0.03% equivalent to Baht 2.8
Million but less than 3% equivalent to Baht 276 Million. The value of
transaction is not required the shareholders' meeting approval.
8.3) Business Intelligence System (BI), Software License Agreement pursuant
to the following details:
8.3.1) Date of transaction : 19 September 2005
Term of agreement : 1 year, to be renewed on yearly
basis
Licensor : Orkam Asia Management AG (OAM)
Licensee : Siam Makro Plc. (SML)
8.3.2) Type of transaction : SML is granted the right to use
software license in relation to BI
System by receiving source code
from the other party to be used.
8.3.3) Total Value of : EUR 225,922 (approximately Baht
Consideration 11.6 million). SML has to absorb
all taxes incurred in relations to
payment.
8.3.4) Nature and scope of : OAM is a company of SHV group,
interest of connected a major shareholder of SML holding
persons directly and indirectly SML shares
over 10%.
8.3.5) Company's justification : BI Project involves the utilization
of new software and related hardware
via the Company's computer system
of the head office and all stores
to increase efficiency on the
Company's information management.
8.3.6) Interested Directors : (1) Mr. Francisco Henrique Passos
and/or Directors being Fernandes
connected persons not (2) Mr. Antonio Carlos Pereira Melo
attending the meeting nor
having the right to vote
Estimated expenses for the year : Baht 12,803,000
2005 (including tax)
As at 30 June 2005, the net tangible assets according to the Company's
consolidated financial statement is Baht 9,186 Million. Consequently,
the size of above transaction is over 0.03% equivalent to Baht 2.8
Million but less than 3% equivalent to Baht 276 Million. The value of
transaction is not required the shareholders' meeting approval.
8.4) Business Intelligence System (BI), Service Agreement pursuant to the
following details:
8.4.1) Date of transaction : 19 September 2005
Term of agreement : 1 year, to be renewed on yearly
basis
Service Provider : Makro Asia Management (MAM)
Service Receiver : Siam Makro Plc. (SML)
8.4.2) Type of transaction : Provide the BI system service and
maintenance including the report
design to achieve business objective.
8.4.3) Total Value of : EUR 95,032 (approximately Baht 4.9
Service Fee million). SML has to absorb all
taxes incurred in relations to
payment.
8.4.4) Nature and scope of : MAM is a company of SHV group,
interest of connected a major shareholder of SML holding
persons directly and indirectly SML shares
over 10%.
8.4.5) Company's justification : BI Project involved the utilization
of new software and related hardware
via the Company's computer system
of the head office and all stores to
increase efficiency on the Company's
information management.
8.4.6) Interested Directors : (1) Mr. Francisco Henrique Passos
and/or Directors being Fernandes
connected persons not (2) Mr. Antonio Carlos Pereira Melo
attending the meeting nor
having the right to vote
Estimated expenses for the : Baht 4,900,000
year 2005
As at 30 June 2005, the net tangible assets according to the Company's
consolidated financial statement is Baht 9,186 Million. Consequently,
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