The Minutes of the 2013 Annual General ... - Investor Relations

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policy and the cash flows; it was found that the total dividend payment in 2012 will be Baht 1.25 pershare, amounting to approximately Baht 1,721 million. There were two dividend payments, namely, forthe first-half-year operations of 2012, at the rate of Baht 0.35 per share (The interim dividend waspaid on September 21, 2012); and the second-half-year operations of 2012 is at the rate of Baht 0.90per share.The dividend of Baht 0.30 per share will be paid from the net profit with 30% CorporateIncome Tax, the dividend of Baht 0.15 per share will be paid from the net profit with 23% CorporateIncome Tax, and the dividend of Baht 0.45 per share will be paid from the net profit with the net lossfrom no more than 5 years prior to the present accounting period.The Board of Directors has considered proposing the shareholders to approve in respect ofthe allocation of profit from retained earnings for dividend payment for the second-half-year operationsof 2012 at the rate of Baht 0.90 per share which will be paid from the net profit with 30%, 23% and0% Corporate Income Tax by Baht 0.30, 0.15 and 0.45 per share respectively. The total 2012dividend will be Baht 1.25 per share from retained earning profit including the interim dividend for thefirst-half-year operations of 2012 at the rate of Baht 0.35 per share; therefore, the 2012 dividendpayment will approximately be Baht 1,721 million. The date to list shareholders who are entitled toreceive dividend on March 6, 2013, and list shareholders’ names according to Section 225 of theSecurities and Exchange Act. B.E.2535 (Amended B.E.2551) by closing the shareholders’ registrationbook on March 7, 2013. The dividend payment date is on April 24, 2013.The Chairman asked the Meeting if there were any questions or comments. There werecomments as follows:Proxy Holder(Mr. ThammanoonJunlamaneechote)Shareholder andProxy Holder(Mr. ChatreeCharoennueng)The Chairman: Commented that 1) In 2011, the Company amended its dividend policywhich should be endorsed by shareholders and not solely by the Board.2) The Clarification of Department of Business Development ofAccounting Practices in Dividend Payment in accordance with PublicLimited Companies Act B.E. 2535 prescribed that the Company shall payout the dividend from separate financial statements not consolidatedfinancial statements; therefore, any information presented should bebased on separate financial statements.: Commented that dividend payments complies with the aforementionedbut proposed that interim dividend should be higher.: Clarified that 1) Dividend payments are dependent on the Company’ssituation and performance. Though its policy prescribed that theCompany shall pay out dividend at the rate of not less than 30 percent of- 10 -
net profits, the Board of Directors has carefully considered shareholder’sinterests, and have resolved to pay above the aforementioned vote. Asnet profits are difficult to forecast, the interim dividend payment had to beconsidered very carefully. 2) In accordance with the law, the Companycannot pay out dividends that are higher than its net profit, however, it ispossible to calculate the profits and dividend of its subsidiaries andconsider dividend from consolidated financial statements, which does notthe Company’s own profit, in accordance with the law and maximizingshareholder interest.When there was no proposal or query, the Chairman then proposed the Meeting to vote andconcluded as follows:No. of Votes PercentageApproved 1,041,686,827 99.9768Disapproved 16,640 0.0015Abstained 224,811 0.0215Resolution :The meeting, by the majority vote of the total of votes casted by shareholderspresent and entitled to vote, resolved to approve in respect of the allocation ofprofit from retained earnings for dividend payment for the second-half-yearoperations of 2012 at the rate of Baht 0.90 per share which will be paid from thenet profit with 30%, 23% and 0% Corporate Income Tax by Baht 0.30, 0.15 and0.45 per share respectively. The total 2012 dividend will be Baht 1.25 per sharefrom retained earning profit including the interim dividend for the first-half-yearoperations of 2012 at the rate of Baht 0.35 per share; therefore, the 2012 dividendpayment will approximately be Baht 1,721 million. The Board of Directors haddetermined the date to list shareholders who are entitled to receive dividend onMarch 6, 2013, and list shareholders’ names according to Section 225 of theSecurities and Exchange Act. B.E.2535 (Amended B.E.2551) by closing theshareholders’ registration book on March 7, 2013. The dividend payment date ison April 24, 2013.Agenda No. 5 To consider and approve the appointment of new directors in replacement ofthose who are due to retire by rotation.The Chairman informed the meeting that to enhance good corporate governance, directorswho might have conflict of interests with this agenda shall not present in the meeting, therefore, thefive retired directors would like to excuse themselves from the meeting. The Chairman then asked Mr.- 11 -
Page 1: -TRANSLATION-The Minutes of the 201
Page 6 and 7: PresidentThe ChairmanShareholder(Mr
Page 8 and 9: PresidentShareholder(Mrs. SunantaKa
Page 12 and 13: Chai-Anan Samudavanija, Chairman of
Page 14 and 15: 5. Mr. Vikrom KoompirochanaResoluti
Page 16 and 17: Resolution:The meeting, by not less
Page 18 and 19: Current AOAArticle 18 “The Board
Page 20 and 21: The Chairman : The credit rating of
Page 22: PresidentShareholder(Mr. PrasertTit

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