Notify the Resolutions of the AGM Year 2010
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(-Translation-)
Ref. No. BTS 2231/2010
July 29, 2010
Subject: Notify the Resolutions of the Annual General Meeting of
Shareholders for the Year 2010
To: President
The Stock Exchange of Thailand
Whereas BTS Group Holdings Public Company Limited ("the Company") held
the Annual General Meeting of Shareholders for the Year 2010 on July 29,
2010 at 10.20 hrs. The Company would like to inform the significant
resolutions as follows:
1. Approved the appointment of 15 members of the Company's new
Board of Directors, comprising 10 Directors and 5 Independent
Directors, as per the following details:
1.1 Unanimously resolved to appoint Mr. Keeree Kanjanapas as the
Director, with the following voting results:
Shareholders voting Votes %
Approve 44,165,738,934 100.0000
Disapprove 0 0.0000
Abstain 15,307,167 -
-
Total (628 persons) 44,181,046,101
(Resolution in this agenda item shall be approved by the majority votes
of the shareholders attending the meeting and casting their votes,
excluding the abstained votes from the calculation base.)
1.2 Resolved to appoint Mr. Paul Tong as the Director, with the following
voting results:
Shareholders voting Votes %
Approve 44,165,462,208 99.9993
Disapprove 301,438 0.0006
Abstain 15,319,165 -
Total (633 persons) 44,181,082,811 -
(Resolution in this agenda item shall be approved by the majority votes
of the shareholders attending the meeting and casting their votes, excluding
the abstained votes from the calculation base.)
1.3 Resolved to appoint Mr. Anat Arbhabhirama as the Director, with the
following voting results:
Shareholders voting Votes %
Approve 44,185,714,584 99.9999
Disapprove 13,000 0.0000
Abstain 15,304,227 -
Total (639 persons) 44,201,031,811 -
(Resolution in this agenda item shall be approved by the majority votes
of the shareholders attending the meeting and casting their votes, excluding
the abstained votes from the calculation base.)
1.4 Resolved to appoint Mr. Surapong Laoha-Unya as the Director, with
the following voting results:
Shareholders voting Votes %
Approve 44,185,380,746 99.9993
Disapprove 288,438 0.0006
Abstain 15,395,405 -
Total (642 persons) 44,201,064,589 -
(Resolution in this agenda item shall be approved by the majority votes
of the shareholders attending the meeting and casting their votes,
excluding the abstained votes from the calculation base.)
1.5 Resolved to appoint Mr. Kavin Kanjanapas as the Director, with the
following voting results:
Shareholders voting Votes %
Approve 44,188,815,033 99.9999
Disapprove 1,000 0.0000
Abstain 15,672,427 -
Total (647 persons) 44,204,488,460 -
(Resolution in this agenda item shall be approved by the majority votes
of the shareholders attending the meeting and casting their votes,
excluding the abstained votes from the calculation base.)
1.6 Resolved to appoint Mr. Rangsin Kritalug as the Director, with the
following voting results:
Shareholders voting Votes %
44,194,293,388 99.9999
Approve
4,000 0.0000
Disapprove
15,691,055 -
Abstain
44,209,988,443 -
Total (653 persons)
(Resolution in this agenda item shall be approved by the majority votes
of the shareholders attending the meeting and casting their votes,
excluding the abstained votes from the calculation base.)
1.7 Resolved to appoint Mr. Craig Webster as the Director, with the
following voting results:
Shareholders voting Votes %
44,209,202,388 99.9993
Approve
288,438 0.0006
Disapprove
15,676,117 -
Abstain
44,225,166,943 -
Total (657 persons)
(Resolution in this agenda item shall be approved by the majority votes
of the shareholders
attending the meeting and casting their votes, excluding the abstained
votes from the
calculation base.)
1.8 Resolved to appoint Mr. John Sunderland as the Director, with the
following voting results:
Shareholders voting Votes %
44,209,228,038 99.9993
Approve
288,438 0.0006
Disapprove
15,696,467 -
Abstain
44,225,212,943 -
Total (660 persons)
(Resolution in this agenda item shall be approved by the majority votes
of the shareholders attending the meeting and casting their votes,
excluding the abstained votes from the calculation base.)
1.9 Resolved to appoint Mr. Kong Chi Keung as the Director, with the
following voting results:
Shareholders voting Votes %
44,209,517,888 99.9999
Approve
4,000 0.0000
Disapprove
15,691,055 -
Abstain
44,225,212,943 -
Total (660 persons)
(Resolution in this agenda item shall be approved by the majority votes
of the shareholders
attending the meeting and casting their votes, excluding the abstained
votes from the
calculation base.)
1.10 Resolved to appoint Mr. Kin Chan as the Director, with the following
voting results:
Shareholders voting Votes %
Approve 44,209,855,736 99.9999
Disapprove 4,000 0.0000
Abstain 15,455,207 -
Total (661 persons) 44,225,314,943 -
(Resolution in this agenda item shall be approved by the majority votes
of the shareholders attending the meeting and casting their votes,
excluding the abstained votes from the calculation base.)
1.11 Resolved to appoint Lt. Gen. Phisal Thepsithar as the Independent
Director, with the following voting results:
Shareholders voting Votes %
Approve 44,209,393,057 99.9999
Disapprove 40,600 0.0000
Abstain 15,881,607 -
Total (662 persons) 44,225,315,264 -
(Resolution in this agenda item shall be approved by the majority votes
of the shareholders attending the meeting and casting their votes, excluding
the abstained votes from the calculation base.)
1.12 Resolved to appoint Mr. Amorn Chandarasomboon as the Independent
Director, with the following voting results:
Shareholders voting Votes %
Approve 44,209,097,607 99.9993
Disapprove 293,938 0.0006
Abstain 16,253,819 -
Total (664 persons) 44,225,645,364 -
(Resolution in this agenda item shall be approved by the majority votes
of the shareholders attending the meeting and casting their votes,
excluding the abstained votes from the calculation base.)
1.13 Resolved to appoint Mr. Suchin Wanglee as the Independent Director,
with the following voting results:
Shareholders voting Votes %
Approve 44,209,671,360 99.9993
Disapprove 308,438 0.0006
Abstain 15,679,057 -
Total (666 persons) 44,225,658,855 -
(Resolution in this agenda item shall be approved by the majority votes
of the shareholders attending the meeting and casting their votes,
excluding the abstained votes from the calculation base.)
1.14 Resolved to appoint Mr. Charoen Wattanasin as the Independent
Director, with the following voting results:
Shareholders voting Votes %
Approve 44,212,204,448 99.9984
Disapprove 697,223 0.0015
Abstain 15,595,184 -
Total (669 persons) 44,228,496,855 -
(Resolution in this agenda item shall be approved by the majority votes
of the shareholders attending the meeting and casting their votes,
excluding the abstained votes from the calculation base.)
1.15 Resolved to appoint Mr. Cheong Ying Chew, Henry as the Independent
Director, with the following voting results:
Shareholders voting Votes %
Approve 44,212,589,422 99.9993
Disapprove 303,438 0.0006
Abstain 15,693,995 -
Total (671 persons) 44,228,586,855 -
(Resolution in this agenda item shall be approved by the majority votes
of the shareholders attending the meeting and casting their votes,
excluding the abstained votes from the calculation base.)
As all Directors in the current Board of Directors have resigned, there
is no agenda item for the appointment of directors to replace the
directors who will retire by rotation under Section 71 of the Public
Limited Company
Act B.E. 2535 (1992) (as amended) and Article 14. of the Company's
Articles of Association.
2. Resolved to determine the names and the number of the directors who
can sign to bind the Company as follows:
"Names and number of the directors who can sign to bind the Company
are: any one director from Group A signing jointly with any one
director from Group B, totaling 2 persons, together with the Company's
seal affixed; Group A Directors being Mr. Keeree Kanjanapas, Mr.
Kavin Kanjanapas and Mr. Surapong Laoha-Unya and Group B
Directors being Mr. Anat Arbhabhirama, Mr. Rangsin Kritalug and Mr.
Kong Chi Keung", with the following voting results:
Shareholders voting Votes %
Approve 44,212,434,080 99.9999
Disapprove 1,215 0.0000
Abstain 16,167,875 -
Total (672 persons) 44,228,603,170 -
(Resolution in this agenda item shall be approved by the majority votes
of the shareholders attending the meeting and casting their votes,
excluding the abstained votes from the calculation base.)
3. Resolved to determine the directors' remuneration for the year 2010 as
follows:
Directors' Remuneration For the Year 2010
Chairman of the Board of Directors Baht 60,000 / month
Chairman of the Audit Committee Baht 50,000 / month
Directors Baht 30,000 / person / month
Meeting Allowance for For the Year 2010
the Audit Committee
Chairman of the Audit Committee Baht 20,000 / attendance
Members of the Audit Committee Baht 20,000 / person / attendance
, with the following voting results:
Shareholders voting Votes %
Approve 44,212,579,901 99.9635
Disapprove 813,150 0.0018
Abstain 15,297,342 0.0345
Total (682 persons) 44,228,690,393 100.0000
(Resolution in this agenda shall be approved by not less than two-thirds
of the total number of votes of the shareholders attending the meeting,
including the abstained votes in the calculation base.)
4. Unanimously resolved to approve the Company and its subsidiaries
report and consolidated financial statements for the fiscal year ended
March 31, 2010 with the following voting results:
Shareholders voting Votes %
Approve 44,214,062,053 100.0000
Disapprove 0 0.0000
Abstain 16,002,992 -
Total (707 persons) 44,230,065,045 -
(Resolution in this agenda item shall be approved by the majority votes
of the shareholders attending the meeting and casting their votes,
excluding the abstained votes from the calculation base.)
5. Resolved to approve the suspension of dividend payment for the fiscal
year ended March 31, 2010, with the following voting results:
Shareholders voting Votes %
Approve 44,214,357,306 99.9994
Disapprove 232,825 0.0005
Abstain 15,474,914 -
Total (707 persons) 44,230,065,045 -
(Resolution in this agenda item shall be approved by the majority votes
of the shareholders attending the meeting and casting their votes,
excluding the abstained votes from the calculation base.)
6. Resolved to approve the appointment of auditors from Ernst & Young
Office Limited as the Company's auditors for the fiscal year ended
March 31, 2011, any of the following auditors being authorized to
review and give opinion on the Company's financial statements:
(1) Mr. Narong Puntawong: Certified Public Accountant (Thailand)
No. 3315; and/or
(2) Miss Siraporn Ouaanunkun: Certified Public Accountant No.
3844; and/or
(3) Mr. Termphong Opanaphan: Certified Public Accountant No.
4501
and, to determine the audit fee for the fiscal year ended March 31, 2011
for the Company in the amount of not exceeding Baht 3,330,000 and
the audit fee for the Company and its 26 subsidiaries (subsidiaries as at
June 16, 2010) in the total amount of not exceeding Baht 11,750,000,
with the following voting results:
Shareholders voting Votes %
Approve 44,214,048,981 99.9998
Disapprove 88,285 0.0001
Abstain 15,929,092 -
Total (708 persons) 44,230,066,358 -
(Resolution in this agenda item shall be approved by the majority votes
of the shareholders attending the meeting and casting their votes,
excluding the abstained votes from the calculation base.)
7. Resolved to approve the amendment of Articles 6, 7, 8, 10 and 11 of
the Company's Articles of Association to be as follows:
6. Shares of the Company are ordinary shares and shall be equal in
value and entered in name share certificate.
Each share of the Company shall be paid in full amount of share
value by money or assets other than money. The share
subscriber or share purchaser cannot set-off any debts with the
Company.
7. A transfer of shares shall be valid and effective against a third
party if such is conducted in compliance with the public limited
company law, and the securities and stock exchange law if the
Company is listed on the Stock Exchange of Thailand.
8. The Company has appointed Thailand Securities Depository
Co., Ltd. as the Company's share registrar. The Company's
registration procedures shall be as set forth by such share
registrar.
The share registrar may affix his/her name to the share
certificate or any other securities certificate by signing or by
using a machine, computer or any other method in accordance
with the law on securities and stock exchange.
10 . The Company shall not own its shares or accept pledge of its
shares, except in the following circumstances:
(1) the Company may repurchase its shares from dissenting
shareholders who vote against a resolution of the
Shareholders' Meeting approving an amendment to the
Articles of Association of the Company regarding voting
rights and the right to receive dividends which, in their
opinion, is considered unfair;
(2) the Company may repurchase its shares for financial
management purposes when the Company has
accumulated profits and excessive liquidity, provided
that the share repurchase will not cause financial trouble
to the Company.
In this regard, shares held by the Company shall not be counted
towards constituting a quorum for the Shareholders' Meeting
and shall carry no voting right as well as no right to receive
dividends.
The Company shall dispose of the repurchased shares as
mentioned in the previous paragraph within the period
prescribed in the pertaining ministerial regulation. If the
Company fails to do so or is unable to complete the disposition
within the prescribed period, the Company shall reduce its paid-
up capital by writing off such repurchased but unsold shares.
The repurchase, disposition and writing off of the repurchased
but unsold shares as mentioned above shall be conducted in
accordance with the rules and procedures as prescribed in the
ministerial regulation.
The repurchase of shares shall be approved by the Shareholders'
Meeting, except the repurchase of shares of the Company in an
amount of not exceeding ten (10) percent of the paid-up capital
shall be approved by the board of directors.
Chapter 3
Issuance of Other Types of Securities and Transfer of
Securities
11. The issuance, offering and transfer of securities to the public or
other persons shall be conducted in accordance with the law on
public limited companies, or law on securities and stock
exchange.
The transfer of other securities listed on the Stock Exchange of
Thailand or other secondary market other than ordinary shares
shall be conducted in accordance with the law on securities and
stock exchange.
The word "securities" shall be as defined in the law on
securities and stock exchange.
, with the following voting results:
Shareholders voting Votes %
Approve 44,214,056,531 99.9638
Disapprove 5,450 0.0000
Abstain 16,004,377 0.0361
Total (708 persons) 44,230,066,358 100.0000
(more)