SET Announcements
24 February 2010
Scheduling the AGM 2010,Dividend Payment,debentures issuance
(Translation)
No. CK-10-0000-PO-L-0018
February 24, 2010
Re: Scheduling of the 2010 Annual Ordinary General Meeting of Shareholders
and Declaration of Dividend Payment
Attn.: President of the Stock Exchange of Thailand
CH. Karnchang Public Company Limited hereby informs the resolutions of
the Board of Directors' Meeting No. 1/2010 which was held on February 24, 2010
as follows:
1. Resolved to approve the balance sheet and income statement for the year
ended December 31, 2009 for submission to the 2010 Annual Ordinary General
Meeting of Shareholders.
2. Resolved to schedule the 2010 Annual Ordinary General Meeting of
Shareholders to be held on April 21, 2010 at 9:30 a.m. at Supunnika Room on
the 4th Floor, No. 587 Viriyathavorn Building, Sutthisarn Road, Dindaeng
Subdistrict, Dindaeng District, Bangkok, and determine that March 11, 2010
shall be the record date for the right to attend the 2010 Annual Ordinary
General Meeting of Shareholders, and collect the list of shareholders under
Section 225 of the Securities and Exchange Act by way of the closing of the
share register for suspension of the share transfer on March 12, 2010.
April 29, 2010 shall be the record date for the right to
receive dividend payment for operational results for the year 2009, and
collect the list of shareholders under Section 225 of the Securities and
Exchange Act by way of the closing of the share register for suspension of the
share transfer on April 30, 2010. In this regard, should the Ordinary General
Meeting of Shareholders approve the dividend payment, the Company
would schedule to pay such dividend on May 20, 2010.
3. Resolved to determine the agenda for the 2010 Annual Ordinary General
Meeting of Shareholders as follows:
Item 1 To consider and approve the Minutes of the
Extraordinary General Meeting of
Shareholders No. 1/2010
Opinion of the Board: It was deemed appropriate to approve the Minutes of
the Extraordinary General Meeting of Shareholders
No. 1/2010.
Item 2 To consider and acknowledge the Company's operational
results for the year 2009
Opinion of the Board: It was deemed appropriate to report the Company's
operational results to the Meeting of Shareholders for
acknowledgment without passing any resolution.
Item 3 To consider and approve the balance sheet and income
statement for the year ended December 31, 2009
Opinion of the Board: It was deemed appropriate to propose that the
Meeting of Shareholders grant approval to the
balance sheet and income statement for the year
ended December 31, 2009 which had been reviewed
by the Audit Committee and the Board of Directors,
and audited by the auditor.
Item 4 To consider and approve the allocation of profit
Opinion of the Board: It was deemed appropriate to propose that the
Meeting of Shareholders grant approval to the
allocation of profit as legal reserve at the rate of 5
percent of the net profit of the year 2009 amounting
to Baht 10,851,107.85 and the dividend payment for
the operational results for the year 2009 at the rate
of Baht 0.10 per share, in the amount of not exceeding
Baht 165,258,533.60.
Item 5 To consider and elect directors to replace those due to retire by
rotation
Opinion of the Board: It was deemed appropriate to propose that the
Meeting of Shareholders grant approval to the
re-election of Mr. Aswin Kongsiri, Mr. Pavich
Thongroach, Mr. Narong Sangsuriya, and Mr.
Kamthorn Trivisvavet, directors due to retire by
rotation, to return to their office for another term, as
proposed by the Nomination Committee.
Item 6 To consider and determine remuneration for directors
Opinion of the Board: It was deemed appropriate to propose that the
Meeting of Shareholders grant approval to the
remuneration for directors as proposed by the
Remuneration Committee, namely, bonus for
directors for the year 2009 in the amount of not
exceeding Baht 6,859,000 and remuneration for
directors for the year 2010 in the amount of not
exceeding Baht 7,500,000.
Item 7 To consider and appoint auditor and determine remuneration for the
year 2010
Opinion of the Board: It was deemed appropriate to propose that the
Meeting of Shareholders appoint either Miss Siraporn
Ouaanunkun or Mr. Narong Puntawong or Mr.
Supachai Phanyawattano, of Ernst & Young Office
Limited, as the Company's auditor for the year 2010
with the remuneration of not exceeding Baht
2,460,000.
Item 8 To consider and approve the issuance and offering of debentures
Opinion of the Board: It was deemed appropriate to issue and offer the
Company's Baht denominated debentures in the total
amount of not exceeding Baht 5,000 Million, with the
details relating to the debentures as follows:
Purpose : To accommodate the Company's business expansion
and to serve as source of capital of the Company's
business operations.
Issuer of : CH. Karnchang Public Company Limited
debentures
Type of : Unsubordinated debentures bearing names of the
debentures holders, secured or unsecured, and with or without a
debenture holder representative.
Total value of : The total balance of debentures to be issued
debentures additionally shall not exceed Baht 5,000 Million, and
the Executive Board and/or the Chief Executive
Officer may consider issuing and offering debentures
by various methods, on one or several occasions,
other than the debentures under the previous
resolution in the amount of Baht 12,000 Million.
Any number of matured debentures may be re-issued
and re-offered for sale, provided however that, the
total balance of debentures approved for issuance and
offering at any particular time shall not exceed the
total amount of Baht 17,000 Million inclusive of the
previous resolution of issuance of the balance of
debentures and the new resolution of issuance of the
balance of debentures as requested above.
Maturity : As shall be specified by the Executive Board and/or
the Chief Executive Officer.
Interest rate : At an appropriate rate as shall be specified by the
Executive Board and/or the Chief Executive Officer.
Offering : To be offered to general investors, namely, the
offering may be made by way of public offering
and/or private placement and/or offering to
institutional investors, pursuant to the notifications
of the Capital Market Supervisory Board, in whole on
one or several occasions.
The Executive Board and/or the Chief
Executive Officer shall have the authority to set out
the details of the debentures, type, collateral, amount,
maturity, par value, offering price, interest rate,
redemption right, installation of repayment of the
principal, offering method, issuance and offering
period, as well as other relevant details, as the
circumstances may allow, and as per the period
deemed appropriate, and the issuance and offering of
debentures may be made by the various methods, in
whole on one or several occasions. In this regard, the
Executive Board and/or the Chief Executive Officer
shall have the authority to appoint debenture holder
representative and/or registrar and/or underwriter
and/or broker and/or advisor and other relevant
persons, including the authority to execute, amend,
negotiate contracts and/or any other documents with
the relevant persons, prepare, liaise, give information
and submit documents and evidence to the Office of
the Securities and Exchange Commission, secondary
market for debt instruments, the credit rating agency
and/or any other agencies relating to such issuance
and offering of the debentures, as well as to set out
the relevant criteria, conditions and details and make
any relevant arrangements to accomplish such
purpose, subject to the requirements in the applicable
notifications, regulations, criteria and laws, and take
any relevant actions as appropriate.
Item 9 To consider other matters (if any)
Please be informed accordingly.
Very truly yours,
- Signature -
(Mr. Plew Trivisvavet)
Chief Executive Officer
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