29 April 2009
Resolution of the Annual General Shareholders' Meeting 2009
28 April 2009
Subject: Resolution of the Annual General Shareholders' Meeting 2009
Attention: Director and Manager of Stock Exchange of Thailand
According to the Annual General Shareholders' Meeting 2009 held on
28 April 2009, the following resolutions were passed:
1. Approved the Minutes of Annual General Shareholders' Meeting 2008 held
on 24 April 2008 with the following votes:
-Approved 72,741,773 votes, equivalent to 99.93%
-Disapproved - votes, equivalent to -
-Abstain 51,975 votes, equivalent to 0.07%
2. Approved the financial statement for the year ended 31 December 2008
as referred in the Annual Report 2008 with the following votes:
-Approved 72,931,749 votes, equivalent to 100%
-Disapproved - votes, equivalent to -
-Abstain - votes, equivalent to -
3. Approved the appropriation of profit for the year 2008 and dividend
payment as follows; the Company had the net profit after tax and legal
reserve for the year 2008 was equivalent to 203,944,986.75 Baht and the
dividend payment was approved at a rate of 1.01 Baht per share for the
operating result of the year 2008, being total of 102,334,462.50 Baht or
equivalent to 50.18% of profit after tax and legal reserve. The record
date for eligible shareholders who have the right to receive the dividend
will be on 14th May 2009 and the book closing date for collecting the name
of shareholders according to Security and Exchange Act Section 225 will be
on 15th May 2009 and the dividend payment will be completed by 27th May
2009 with the following votes:
-Approved 75,144,504 votes, equivalent to 100%
-Disapproved - votes, equivalent to -
-Abstain - votes, equivalent to -
4. Re-elected the directors who retires from the office for another term
with following votes:
1) Mr. Tongtaj Hongladarom
-Approved 75,144,504 votes, equivalent to 100%
-Disapproved - votes, equivalent to -
-Abstain - votes, equivalent to -
2) Mr. Sumpan Vongphan
-Approved 75,144,504 votes, equivalent to 100%
-Disapproved - votes, equivalent to -
-Abstain - votes, equivalent to -
3) Mr. Amporntat Poolcharoen
-Approved 75,144,504 votes, equivalent to 100%
-Disapproved - votes, equivalent to -
-Abstain - votes, equivalent to -
4) Mr. Tai Chong Yih
-Approved 75,144,504 votes, equivalent to 100%
-Disapproved - votes, equivalent to -
-Abstain - votes, equivalent to -
Thus, the members of the new Board of Directors are as follows:
1. Mr. Tongtaj Hongladarom Chairman/Independent Director
2. Mr. Sumpan Vongphan Vice-Chairman
3. Mr. Upakrom Thaweephoke Director
4. Mr. Chruvit Suanmalee Director
5. Mr. Ouichai Siriwajana Director
6. Mr. Amporntat Poolcharoen Director
7. Mrs. Sunan Santichotinan Director
8. Mr. Tai Chong Yih Director
9. Dr. Pisit Leeahtam Independent Director
10. Mr. Rein Boondiskulchok Independent Director
11. Mr. Teeravut Supaviriyakul Independent Director
5. Approved the remuneration of directors for the year 2009 with the
limit amount of not more than 5,000,000 Baht
The shareholders had passed the resolution with the votes not less
than two-third (2/3) of all votes of shareholders who attended the
meeting as follows:
-Approved 74,717,204 votes, equivalent to 93.43%
-Disapproved - votes, equivalent to -
-Abstain 427,300 votes, equivalent to 0.57%
6. Appointed Mrs. Kesree Narongdej, CPA No. 76 or Mrs. Natsarak
Sarochanunjeen, CPA No. 4563 of A.M.T. Associates as the auditor of
the company for the year 2009 with the total audit fee of 1,092,500
Baht with the following votes:
-Approved 75,132,954 votes, equivalent to 99.98%
-Disapproved 11,550 votes, equivalent to 0.02%
-Abstain - votes, equivalent to -
7. Approved change in par value of TRT share from 2 Baht to 1 Baht
per share, as a result, the number of ordinary shares and its par value
will be changed to be the new registered capital of 202,642,500 Baht,
dividing into 202,642,500 ordinary shares at par value of 1 Baht per share.
The shareholders had passed the resolution with the votes not less than
three-fourth (3/4) of all votes of shareholders who attended the meeting
and having the voting rights as follows:
- Approved 74,717,204 votes, equivalent to 99.43%
-Disapproved - votes, equivalent to -
-Abstain 427,300 votes, equivalent to 0.57%
8. Approved the amendment of Clause 4 of Company's Articles of Association
in order to comply with the change in par value by canceling the existing
wordings and replace with following wordings
Clause 4: Registered share capital 202,642,500 Baht (Two hundred and two
million six hundred forty two thousand and five hundred Baht)
Divided into 202,642,500 Shares(Two hundred and two million six hundred
forty two thousand and five hundred shares)
Par Value 1 Baht (One Baht)
Comprised of
Ordinary Shares 202,642,500 Shares (Two hundred and two million
six hundred forty two thousand and five hundred shares)
Preferred Shares n/a
The shareholders had passed the resolution with the votes not less than
three-fourth (3/4) of all votes of shareholders who attended the meeting and
having the voting rights as follows:
-Approved 74,717,204 votes, equivalent to 99.43%
-Disapproved - votes, equivalent to -
-Abstain 427,300 votes, equivalent to 0.57%
9. Approved the issuance and offering Warrants to directors and employees
of the Company (ESOP) with a total amount of 10,132,000 units (Ten million
one hundred and thirty two thousand units) at 0.00 Baht per unit (Zero Baht)
with exercise ratio 1 unit of ESOP's warrant, having right to purchase 1 new
ordinary share at exercise price of 3.00 Baht per share (Three Baht). The
Board of Directors is empowered to determine and change conditions and other
details of warrants as it may be appropriate. If there are any warrants which
have not been exercised after its last exercise date, the Company will cancel
the said warrants accordingly.
The shareholders had passed the resolution with the votes not less than
three-fourth (3/4) of all votes of shareholders who attended the meeting and
having the voting rights which exclude the votes of shareholders who have
conflict of interest in this agenda; and must not have veto votes of 10% or
more of all the votes of the shareholders who attended the meeting. The
mentioned resolution must be clear and without granting authorities of any
kinds to any persons to fix details of the offering securities including the
terms and conditions, as well as the method of such securities offering other
than the meeting of the shareholders. The votes for this resolution are as
follows:
-Approved 41,332,175 votes, equivalent to 97.59%
-Disapproved 554,300 votes, equivalent to 1.31%
-Abstain 467,775 votes, equivalent to 1.10%
10. Approved the issuance and offering Warrant to the existing shareholders
(TRT-W1) with a total amount of not exceeding 67,547,500 units (Sixty seven
million five hundred forty seven thousand and five hundred units) at ratio of
3 existing ordinary shares per 1 unit of TRT-W1 warrant. The exercise ratio
is 1 unit of warrant, having the right to purchase 1 unit of new ordinary
share at exercise price of 3.00 Baht per 1 new ordinary share. The Board of
Directors is empowered to determine and change conditions and other details
of warrants as it may be appropriate. If there are any warrants which have
not been exercised after its last exercise date, the Company will cancel the
said warrants accordingly
The shareholders had passed the resolution with the votes not less than
three-fourth (3/4) of all votes of shareholders who attended the meeting and
having the voting rights as follows:
-Approved 74,717,204 votes, equivalent to 99.43%
-Disapproved - votes, equivalent to -
-Abstain 427,300 votes, equivalent to 0.57%
11. Approved an increased the Company's registered shares capital by issuing
the new ordinary shares of 77,679,500 shares (Seventy seven million six
hundred and seventy nine thousand and five hundred shares) at par value of 1
Baht each, representing an increased in registered shares capital of
77,679,500 Baht on top of the existing registered capital of 202,642,500 Baht
(Two hundred and two million six hundred forty two thousand and five hundred
Baht) at par value of 1 Baht each, resulting the registered capital being
total of 280,322,000 Baht (Two hundred and eighty million three hundred twenty
two thousand Baht).
The shareholders had passed the resolution with the votes not less than
three-fourth (3/4) of all votes of shareholders who attended the meeting and
having the voting rights as follows:
-Approved 75,144,504 votes, equivalent to 100%
-Disapproved - votes, equivalent to -
-Abstain - votes, equivalent to -
12. Approved the allocation of not exceeding, 77,679,500 newly issued
ordinary shares (Seventy seven million six hundred seventy nine thousand and
five hundred shares) at par value of 1 Baht each (One Baht) as follows:
1) For the amount of, not exceeding 10,132,000 newly issued ordinary shares
(Ten million one hundred and thirty two thousand shares) to accommodate the
ESOP's warrants. If it turns out that by the end of last exercise date, any
warrants which have not been yet exercised with any reasons, resulting, the
amount of the accommodated shares remains outstanding. The Board of Directors
will, therefore, have their own judgment to consider the allocation of the
outstanding balance of the said accommodated shares as it may be appropriate.
2) For the amount of, not exceeding 67,547,500 newly issued ordinary shares
(Sixty seven million five hundred forty seven thousand and five hundred shares)
to accommodate the TRT-W1's warrants. . If it turns out that by the end of last
exercise date, any warrants which have not been yet exercised with any reasons,
resulting, the amount of the accommodated shares remains outstanding. The Board
of Directors will, therefore, has their own judgment to consider the allocation
of the outstanding balance of the said accommodated shares as it may be
appropriate.
The shareholders had passed the resolution with the votes not less than
three-fourth (3/4) of all votes of shareholders who attended the meeting and
having the voting rights as follows:
-Approved 75,144,504 votes, equivalent to 100%
-Disapproved - votes, equivalent to -
-Abstain - votes, equivalent to -
13. Approved the amendment of Clause 4 of Company's Articles of Association
in order to comply with the increase in registered share capital by canceling
the existing wordings and replace with following wordings
Clause 4: Registered share capital 280,322,000 Baht (Two hundred eighty
million three hundred twenty two thousand Baht)
Divided into 280,322,000 shares (Two hundred eighty million three hundred
twenty two thousand shares)
Par Value 1 Baht (One Baht)
Comprised of
Ordinary Shares 280,322,000 shares (Two hundred eighty million three hundred
twenty two thousand shares)
Preferred Shares n/a
The shareholders had passed the resolution with the votes not less than
three-fourth (3/4) of all votes of shareholders who attended the meeting and
having the voting rights as follows:
-Approved 75,144,504 votes, equivalent to 100%
-Disapproved - votes, equivalent to -
-Abstain - votes, equivalent to -
14. Approved the appointment of Nominating and Remuneration Committee for the
purpose of allocation of ESOP's warrants to employees of the Company as follows:
1. Mr.Sumpan Vongphan,
2. Mr.Charuvit Suanmalee,
3. Mrs.Sunan Santichotinan,
The votes for this resolution are as follows:
-Approved 75,144,504 votes, equivalent to 100%
-Disapproved - votes, equivalent to -
-Abstain - votes, equivalent to -
Please be informed accordingly.
Yours faithfully
Mr. Upakrom Thaweephoke
Executive Committee and Company Secretary