Translation
Date: | July 24, 2020 |
Subject: | Resolutions of the 2020 Annual General Meeting of Shareholders |
To: | President of the Stock Exchange of Thailand |
The 2020 Annual General Meeting of Shareholders ("the Meeting") of Siam Makro Public Company Limited ("the Company") which was held on July 24, 2020 from 3.00 to 4.15 p.m. at Convention Room, 4th floor, Siam Makro Public Company Limited, Tara Phatthanakan Building, No. 1468 Phatthanakan Road, Phatthanakan Sub District, Suan Luang District, Bangkok, had the following resolutions:
Agenda 1To consider and affirm the management report on the Company's business operations for the year 2019
Resolution
The Meeting affirmed the management report on the Company's business operations for the year 2019 by majority votesof the shareholders who were present at the meeting and entitled to vote as follows:
Approved | 4,721,461,137 | votes, equivalent to | 99.99999 % |
Disapproved | 0 | votes, equivalent to | 0.00000 % |
Abstained | 600 | votes, equivalent to | 0.00001 % |
Voided Ballots | 0 | votes, equivalent to | 0.00000 % |
Agenda 2To consider and approve the financial statements for the year ended December 31, 2019
Resolution
The Meeting approved the financial statements for the year ended December 31, 2019 by unanimous resolutionas follows:
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Approved | 4,721,471,737 | votes, equivalent to | 100.00000 % |
Disapproved | 0 | votes, equivalent to | 0.00000 % |
Abstained | 0 | votes, equivalent to | 0.00000 % |
Voided Ballots | 0 | votes, equivalent to | 0.00000 % |
Agenda 3To acknowledge the interim dividend payments from the Company's 2019 operating results
The Meeting acknowledged two interim dividend payments paid from the Company's 2019 operating results as follows:
- The first interim dividend payment on September 5, 2019 at the rate of Baht 0.40 per share, totaling approximately Baht 1,920 million, as declared by the resolution of the Board of Director's meeting of the Company No. 3/2019 dated 8 August 2019;
- The second interim dividend payment on April 22, 2020 at the rate of Baht 0.56 per share, totaling approximately Baht 2,688 million which declared by the resolution of the Board of Director's meeting of the Company No. 2/2563 dated 3 April 2020, in substitution of the annual dividend payment to reduce impact from the indefinite postponement of the AGM which was previously scheduled to be held on April 23, 2020.
Agenda 4To consider and approve the election of the Company's directors to replace the directors retiring by rotation for the year 2020
Resolution
The Meeting approved the re-election of 5 directors who retired by rotation to resume their previous position(s) for another term by majority votesof the shareholders who were present at the meeting and entitled to vote. The directors were appointed individually as follows:
1) Mr. Suphachai Chearavanont | Director/ Chairman | ||
Approved | 4,717,555,229 | votes, equivalent to | 99.91705 % |
Disapproved | 3,916,512 | votes, equivalent to | 0.08295 % |
Abstained | 0 | votes, equivalent to | 0.00000 % |
Voided Ballots | 0 | votes, equivalent to | 0.00000 % |
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2) Dr. Prasert Jarupa nich | Director | |||
Approved | 4,717,652,429 | votes, equivalent to | 99.91911 % | |
Disapproved | 3,819,312 | votes, equivalent to | 0.08089 % | |
Abstained | 0 | votes, equivalent to | 0.00000 % | |
Voided Ballots | 0 | votes, equivalent to | 0.00000 % | |
3) | Mr. Pittaya Jearavisitkul | Director | ||
Approved | 4,717,652,429 | votes, equivalent to | 99.91911 % | |
Disapproved | 3,819,312 | votes, equivalent to | 0.08089 % | |
Abstained | 0 | votes, equivalent to | 0.00000 % | |
Voided Ballots | 0 | votes, equivalent to | 0.00000 % | |
4) | Mrs. Suchada Ithijarukul | Director/ Second Vice Chairman and | ||
Group Chief Executive Officer - Siam Makro | ||||
Approved | 4,720,692,941 | votes, equivalent to | 99.98351 % | |
Disapproved | 778,800 | votes, equivalent to | 0.01649 % | |
Abstained | 0 | votes, equivalent to | 0.00000 % | |
Voided Ballots | 0 | votes, equivalent to | 0.00000 % | |
5) | Mrs. Saowaluck Thithapant | Director/ Group Chief Shared Service Officer - Siam Makro | ||
Approved | 4,717,882,429 | votes, equivalent to | 99.92398 % | |
Disapproved | 3,589,312 | votes, equivalent to | 0.07602 % | |
Abstained | 0 | votes, equivalent to | 0.00000 % | |
Voided Ballots | 0 | votes, equivalent to | 0.00000 % |
The Company would like to summarize the list of the Board of Directors and the sub-committees as of July 24, 2020 as follows:
1. | Mr. Suphachai Chearavanont Chairman of the Board of Directors |
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2. | Mr. Joti Bhokavanij | Independent Director, Chairman of the Audit |
Committee, and Chairman of the Nomination and | ||
Remuneration Committee | ||
3. | Mr. Rawat Chamchalerm | Independent Director and Chairman of the |
Corporate Governance Committee | ||
4. | Mrs. Kannika Ngamsopee | Independent Director and Member of the Audit |
Committee | ||
5. | Mr. Jukr Boon-Long | Independent Director, Member of the Audit |
Committee, and Member of the Corporate | ||
Governance Committee | ||
6. | Mr. Prasobsook Boondech | Independent Director and Member of the |
Nomination and Remuneration Committee | ||
7. | Mr. Korsak Chairasmisak | Director, First Vice Chairman, and Member of the |
Nomination and Remuneration Committee | ||
8. | Mr. Umroong Sanphasitvong | Director and Member of the Corporate Governance |
Committee | ||
9. | Mr. Piyawat Titasattavorakul | Director |
10. | Mr. Pittaya Jearavisitkul | Director |
11. | Mr. Adirek Sripratak | Director |
12. | Dr. Prasert Jarupanich | Director |
13. | Mr. Narong Chearavanont | Director |
14. | Mrs. Suchada Ithijarukul | Director, Second Vice Chairman, and Group Chief |
Executive Officer - Siam Makro | ||
15. | Mrs. Saowaluck Thithapant | Director and Group Chief Shared Service Officer - |
Siam Makro |
Agenda 5To consider and approve the Directors' remuneration for the year 2020
Resolution
The Meeting approved the directors' remuneration for the year 2020 as follows:
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Types of Remuneration | (Baht/Person/Month) | (Baht/Person/Year) | ||
1. | Regular Remuneration | |||
- | Chairman | 155,000 | 1,860,000 | |
- Chairman of the Audit Committee and | 140,000 | 1,680,000 | ||
Independent Director | ||||
- Member of the Audit Committee and | 115,000 | 1,380,000 | ||
Independent Director | ||||
- | Director | 100,000 | 1,200,000 | |
- Chairman of the sub-committee1) | 15,000 | 180,000 | ||
- Member of the sub-committee1) | 5,000 | 60,000 | ||
2. | Annual Bonus 2) | Baht 23.04 million | ||
3. | Other Benefit | None |
Remarks:
- The sub-committee excluding the Audit Committee.
- At the rate of 0.50% of dividend paid to the Shareholders for the 2019 operating results. The Chairman will consider the appropriate amount of annual bonus allocated to each director.
The said directors' remuneration was approved by the affirmative votes of not less than two-thirds(2/3)of the total number of votes of shareholders who were present at the meeting as follows:
Approved | 4,720,416,141 | votes, equivalent to | 99.97764 % |
Disapproved | 1,055,600 | votes, equivalent to | 0.02236 % |
Abstained | 0 | votes, equivalent to | 0.00000 % |
Voided Ballots | 0 | votes, equivalent to | 0.00000 % |
Agenda 6To consider and approve the appointment of the Company's auditors and fix the
auditors' remuneration for the fiscal year ended December 31, 2020
Resolution
The Meeting approved the appointment of the auditors from KPMG Phoomchai Audit Ltd. for the Company, any one being authorized to conduct the audit and express an opinion on the annual
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financial statements of the Company, for the fiscal year ended December 31, 2020, namely, Ms. Sujitra Masena, Certified Public Accountant (Thailand) No. 8645, Mr. Charoen Phosamritlert, Certified Public Accountant (Thailand) No. 4068, and Mrs. Munchupa Singsuksawat, Certified Public Accountant (Thailand) No. 6112. In the absence of the abovementioned auditors, KPMG Phoomchai Audit Ltd. is authorized to appoint other Certified Public Accountant from KPMG Phoomchai Audit Ltd. to carry out the work. The Meeting also approved the determination of audit fee for the fiscal year ended December 31, 2020 at the total amount of Baht 7,170,000, which is 5.1% increase from the auditing fee for the year 2019. However, it does not include the attendance fee for goods destroying and actual expensed occurred during the audit which would not exceed 10% of the audit fee. The appointment of the auditors and the determination of audit fee were approved by majority votesof the total votes of the shareholders who were present at the meeting and entitled to vote as follows:
Approved | 4,721,471,541 | votes, equivalent to | 100.00000 % |
Disapproved | 0 | votes, equivalent to | 0.00000 % |
Abstained | 200 | votes, equivalent to | 0.00000 % |
Voided Ballots | 0 | votes, equivalent to | 0.00000 % |
Agenda 7To consider and approve the amendment to the Company's objectives and Clause 3 of the Memorandum of Association
Agenda 7.1To consider and approve the amendment to the Company's objectives
Resolution
The Meeting approved as follows:
1. The amendment to the objectives of the Company, Clause 7 and 8 by adding the underlined words as follows:
"(7) To trade rice, rice products, tapioca, tapioca products, maize, sesame, beans, paper, jute, kapok, cotton, lac, caster beans, wood, rubber, vegetables, fruits, jungle products, herbs, animal skin, horns, living animals, cut-up fresh, animal offal, pig offal,sugar, animal feeds, and all kinds of agricultural product"
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"(8) To trade machinery, engines, devices, labour-saving devices, vehicles, generators, and electric appliances, refrigerators, air conditioners, fans, electric cookers, electric irons, pumps, heaters, coolers, kitchen appliances, ironware, copperware, brassware, sanitary ware, household hardware, furniture, electric accessories, pipe-water accessories, computers, microprocessors, software, equipment for storing value of product or service in cards, debt repayment system, payware machine, debit machine, cash deposit machine, cash withdrawal machine, card readers, card insertion machine, card transmitter machine, calculators, bookkeeping machine, photocopying machines, radios, televisions, all types of radio transceivers, electronic equipment, radar equipment, sonar equipment, laser equipment, stereos, cameras, water heaters, humidity control equipment, telecommunication equipment, light bulbs, 3D printers, including spare parts and accessories of the aforesaid merchandise."
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The amendment to the objectives of the Company by adding objectives no. 65 and 66 as follows:
"(65) To provide services for engineering design, procurement of equipment and integrated system, installation, operation and maintenance, technical consultant, or other services for construction of renewable energy power plant to generate electricity from natural or renewable energy such as solar energy, wind energy, hydropower, biogas energy, biomass energy, waste- to-energy, etc., or any other constructions related to electricity generation projects from various renewable energy"
"(66) To operate the production and distribution of electricity, development and distribution, and transfer of rights related to electricity generation projects from various renewable energy which is generated from natural or renewable energy such as solar energy, wind energy, hydropower, biogas energy, biomass energy, waste-to-energy, etc." - The delegation of authority to the Board of Directors and/or Group Chief Executive Officer - Siam Makro and/or any persons delegated by the Board of Directors and/or Group Chief Executive Officer - Siam Makro to perform any acts relating to the amendment and/or adjustment of the wording of documents and/or applications for the registration of the amendment to the
Company's objectives including any acts according to an order, a recommendation or an - 7 -
opinion of the registrar, Department of Business Development, Ministry of Commerce, or an officer of relevant government agencies.
The above amendment to the Company's objectives was approved by the affirmative votes of not less than three-fourths(3/4)of the total number of votes of shareholders who are present at the meeting and entitled to vote as follows:
Approved | 4,721,471,741 | votes, equivalent to | 100.00000 % |
Disapproved | 0 | votes, equivalent to | 0.00000 % |
Abstained | 0 | votes, equivalent to | 0.00000 % |
Voided Ballots | 0 | votes, equivalent to | 0.00000 % |
Agenda 7.2To consider and approve the amendment to Clause 3 of the Company's Memorandum of Association
Resolution
The Meeting approved the amendment to Clause 3 of the Company's Memorandum of Association from "Clause 3. There are 64 objectives of the Company, the details of which are shown in the attached Form BorMorJor. 002" to "Clause 3. There are 66 objectivesof the Company, the details of which are shown in the attached Form BorMorJor. 002" by the affirmative votes of not less than three- fourths (3/4)of the total number of votes of shareholders who are present at the meeting and entitled to vote as follows:
Approved | 4,721,471,541 | votes, equivalent to | 100.00000 % |
Disapproved | 200 | votes, equivalent to | 0.00000 % |
Abstained | 0 | votes, equivalent to | 0.00000 % |
Voided Ballots | 0 | votes, equivalent to | 0.00000 % |
Agenda 8To consider other business
- None -
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Please kindly be informed accordingly.
Yours faithfully,
Siam Makro Public Company Limited
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(Mrs. Saowaluck Thithapant)
Group Chief Shared Service Officer - Siam Makro
SET & Investor Relations
Tel. 02 067 8999 Ext. 8255/ 8261/ 8260 Fax. 02 067 9044
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Siam Makro pcl published this content on 24 July 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 July 2020 07:40:02 UTC