ข่าวแจ้งตลาดหลักทรัพย์
22 เมษายน 2553
Resolutions 2010 AGM dividend payment issuance debentures
(Translation)
No. CK-10-0000-PO-L-0035
April 21, 2010
Re: Notification of Resolutions of the 2010 Annual Ordinary General
Meeting of Shareholders
Attn.: President of the Stock Exchange of Thailand
Reference is made to the fact that CH. Karnchang Public Company
Limited held the 2010 Annual Ordinary General Meeting of Shareholders 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. The 2010 Annual Ordinary General Meeting of
Shareholders passed the following resolutions:
1. The Meeting approved the Minutes of the Extraordinary General Meeting of
Shareholders No. 1/2010 held on 20 January 2010, with unanimous votes as
follows:
893,502,721 favorable vote(s), representing 100.0000 percent
0 unfavorable vote(s), representing 0.0000 percent
0 abstaining vote(s), representing 0.0000 percent
2. The Meeting acknowledged the Company's operational results for the
year 2009.
3. The Meeting approved 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, with majority votes of the
total shareholders attending the meeting and casting votes as follows:
893,844,721 favorable vote(s), representing 99.9765 percent
0 unfavorable vote(s), representing 0.0000 percent
210,000 abstaining vote(s), representing 0.0235 percent
4. The Meeting approved the allocation of profit as legal reserve at the rate
of 5 percent of the net profit of the year 2009 in the amount of Baht
10,851,107.85 and the dividend payment for the year 2009 at the rate of
Baht 0.10 per share in the amount of not exceeding Baht 165,258,533.60. The
dividend payment is scheduled to be paid on May 20, 2010.
The Meeting approved with unanimous votes as follows:
894,086,721 favorable vote(s), representing 100.0000 percent
0 unfavorable vote(s), representing 0.0000 percent
0 abstaining vote(s), representing 0.0000 percent
5. The Meeting approved the appointment of Mr. Aswin Kongsiri, Mr. Pavich
Tongroach, Mr. Narong Sangsuriya and Mr. Kamthorn Trivisvavet, directors due
to retire by rotation, to return to their office for another term, with
majority votes of the total shareholders attending the meeting and casting
votes to appoint directors on an individual basis as follows:
1. Mr. Aswin Kongsiri
868,430,029 Favorable vote(s), representing 97.1285 percent
25,385,007 unfavorable vote(s), representing 2.8392 percent
288,800 abstaining vote(s), representing 0.0323 percent
2. Mr. Pavich Tongroach
889,823,836 favorable vote(s), representing 99.5213 percent
3,991,200 unfavorable vote(s),representing 0.4464 percent
288,800 abstaining vote(s), representing 0.0323 percent
3. Mr. Narong Sangsuriya
888,663,836 favorable vote(s), representing 99.3916 percent
4,051,200 unfavorable vote(s),representing 0.4531 percent
1,388,800 abstaining vote(s), representing 0.1553 percent
4. Mr. Kamthorn Trivisvavet
889,822,836 Favorable vote(s), representing 99.5212 percent
3,991,200 unfavorable vote(s),representing 0.4464 percent
289,800 abstaining vote(s), representing 0.0324 percent
6. The Meeting approved 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. The Meeting approved
with the votes of more than two-thirds of the total of shareholders attending
the meeting as follows:
863,561,285 Favorable vote(s), representing 99.9702 percent
15,000 unfavorable vote(s), representing 0.0017 percent
242,100 abstaining vote(s), representing 0.0280 percent
7. The Meeting approved the appointment of either Miss Siraporn Ouaanunkun or
Mr. Narong Puntawong or Mr. Supachai Phanyawattano, of Ernst & Young Office
Limited, as the auditor for the year 2010 with the remuneration of not
exceeding Baht 2,460,000, with majority votes of the total shareholders
attending the meeting and casting votes as follows:
893,903,846 favorable vote(s), representing 99.9737 percent
21,500 unfavorable vote(s),representing 0.0024 percent
214,000 abstaining vote(s), representing 0.0239 percent
8. The Meeting approved the issuance and offering 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 holders, secured
debentures or unsecured, and with or without a
debenture holder representative.
Total value of : The total balance of debentures to be
issued additionally shall not
debentures 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.
The Meeting approved with the votes of not less than three fourths of the
total number of the shareholders attending the meeting and having the rights
to vote as follows:
890,827,648 favorable vote(s), representing 99.6185 percent
3,151,200 unfavorable vote(s),representing 0.3524 percent
260,500 abstaining vote(s), representing 0.0291 percent
Please be informed accordingly.
Very truly yours,
- Signature -
(Mr. Plew Trivisvavet)
Chief Executive Officer